Common use of Limitation on Negative Pledge Clauses Clause in Contracts

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinanced.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment provisions in joint venture agreements and similar agreements that restrict transfer of leasesassets of, or equity interests in, joint ventures, (g) licenses and contracts entered into or sublicenses by any Group Member of Intellectual Property in the ordinary course of business; business or consistent with past practice (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business or consistent with past practice, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness or consistent with past practice, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Parent, no more restrictive with respect to Parent or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Parent shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Parent and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor NM Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the any Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; Documents and except to the extent that any such agreement (a) is set forth on Schedule 6.12 (or is a modification, amendment, restatement, replacement, refinancing, renewal or extension thereof), (b) is assumed by Holdings, the Borrower or any Lien arising pursuant to of the Restricted Subsidiaries in connection with any Permitted Securitization DocumentsAcquisition permitted in Section 6.7 or is binding on any Restricted Subsidiary at the time such Person becomes a Restricted Subsidiary (provided that such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary), (c) documentation is an agreement governing Credit Agreement Refinancing Debt or Indebtedness incurred under permitted by Section 7.02(j); (d6.2(c) documentation governing Permitted Refinancings (including successive refinancings) thereof (or, solely to the extent that such provisions restrictions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially no more restrictive than the restrictions contained terms of any Loan Document, which are in this Agreement)favor of any holder of Indebtedness permitted to be incurred under Section 6.2 or any customary provisions in leases, so long as subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the Company has determined same, (d) is an agreement governing any joint venture or non-Wholly-Owned Subsidiary that such restrictions will not materially impair its ability to make payments due hereunder)is a Restricted Subsidiary or a Contractual Obligation of any joint venture or non-Wholly-Owned Subsidiary that is a Restricted Subsidiary, (e) any agreements governing any purchase money Liens relates to cash or other deposits (including escrowed funds) received by Holdings, the Borrower or any Permitted Refinancing in respect thereof of its Subsidiaries, (including successive refinancings))f) relates to assets subject to Liens permitted by Section 6.3; provided that, Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in i) to the case of Permitted Assumed Acquisition Indebtednessextent any such agreement is entered into after the Closing Date, any such prohibition or limitation shall only be effective against the assets Property or Person (and its Subsidiaries) acquired in such Acquisition, financed thereby and in the case of any Permitted Refinancing of purchase money by such Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in is the relevant refinanced agreement); (f) customary restrictions on the assignment subject of such other leases, licenses subleases, licenses, sublicenses, agreements or contracts and contracts (ii) solely with respect to any non-Wholly-Owned Subsidiary, such prohibition or limitation shall only be effective against the Property or revenues of such non-Wholly-Owned Subsidiary that is a Restricted Subsidiary and (g) restrictions that arise in connection with (including any Indebtedness and other agreements entered into in the ordinary course of business; (gconnection therewith) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as subject to such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedDisposition.

Limitation on Negative Pledge Clauses. Enter The Company will not, and will not permit any of its Recourse Subsidiaries to, enter into or suffer to exist or become effective any agreement that (other than the Loan Documents, the Senior Notes Indenture and documents related to the Existing Subordinated Loan or the Multi-Currency Credit Agreement or any permitted refinancing thereof) with any Person which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Recourse Subsidiaries to create, incur, assume or suffer to exist any Lien securing the Payment Obligations upon any of its material Property properties, assets or revenues, whether now owned or hereafter acquired; provided, to secure however, that the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than foregoing shall not apply to: (a) this Agreement any agreement to the extent that such agreement is in connection with a Lien permitted by Section 11.3 and any such prohibitions or limitations apply only to the other Loan Documents; property encumbered by such Lien; (b) restrictions and conditions imposed by any Lien arising pursuant Requirement of Law or under any documents relating to any Permitted Securitization DocumentsJoint Venture; provided, however, that any such restrictions or conditions shall apply only to the property of Permitted Joint Ventures; (c) documentation governing Credit Agreement Refinancing Debt customary provisions in contracts or Indebtedness incurred under Section 7.02(j); leases restricting the assignment or subleasing or sublicensing thereof; (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to licenses or contracts which by the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (licenses and in any event not materially more restrictive than contracts prohibit the restrictions granting of Liens on the rights contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), therein; (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such saleconnection with any sales, transfers and other dispositions permitted by Section 11.6; provided provided, however, that such restrictions and conditions shall apply only to the Restricted Subsidiary property subject to such sale, transfer or disposition; and (f) the foregoing shall not apply to negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 11.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness or that expressly permits Liens for the benefit of the Company that is to be sold (or whose assets are to be sold) Agents and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only the Lenders with respect to the assets credit facilities established hereunder and the obligations under the Loan Documents on a senior basis without the requirement that such holders of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreementssuch Indebtedness be secured by such Liens on an equal and ratable, limited liability company operating agreementsor junior, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedbasis.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement Negative Pledge that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Documents; , the Capital One Credit Agreement and related loan documents thereto, (b) any Lien arising pursuant to any Permitted Securitization Documents, by operation of Requirements of Law; (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j)[reserved]; (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions single purpose entity limitations contained in charter documents for Subsidiaries that are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), Eligible Subsidiaries; (e) any agreements governing any purchase money Liens (customary provisions restricting subletting or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case assignment of any Permitted Refinancing lease governing a leasehold interest of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement)any Group Member; (f) customary restrictions on the provisions restricting assignment of leases, licenses and contracts any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; sale (provided that such restrictions and conditions apply only to the Restricted Subsidiary of the Company or assets that is are to be sold (or whose assets are to be sold) and such sale or other Disposition is permitted hereunder); (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jh) customary provisions in joint venture agreementsagreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, limited liability company operating agreements, partnership agreements, stockholders agreements or otherwise restricting transactions between the joint venture and other similar agreementsthe Borrower and its Subsidiaries; and (ki) restrictions on cash or other deposits conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or net worth imposed by customers under contracts entered into conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the ordinary course issuer of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedConsolidated Secured Debt.

Limitation on Negative Pledge Clauses. Enter into any Contractual Obligation (other than this Agreement or suffer to exist or become effective any agreement other Loan Document) that prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, property to secure the Obligations orhereunder; provided, in however, that the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than foregoing clause shall not apply to Contractual Obligations which: (a) this Agreement exist on the date hereof and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby by this Section 7.12) are listed on Schedule 7.12; (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as b) are binding on a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Borrower, so long as such agreement was Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Company; Borrower; (hc) customary restrictions and conditions contained arise in agreements relating connection with any Lien permitted by Section 7.01 to the sale of a Restricted Subsidiary of the Company (or extent such restrictions relate to the assets (and any proceeds in respect thereof) which are the subject of a Restricted Subsidiary of such Lien; (d) represent Indebtedness permitted by Section 7.03 (other than secured Indebtedness permitted by Section 7.01(i)); (e) represent secured Indebtedness permitted by Section 7.01(i) to the Company) pending such sale; provided extent that such restrictions and conditions apply only to the Restricted Subsidiary Subsidiaries incurring or guaranteeing such Indebtedness (and the Subsidiaries of the Company that is to be sold such Restricted Subsidiaries); (or whose assets f) arise in connection with any Disposition permitted by Section 7.05; (g) are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements applicable solely to such joint venture or the Equity Interests therein; (h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; (j) are customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (k) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and ; (l) are customary provisions restricting assignment of any agreements; (m) are restrictions imposed by any agreement relating to any Permitted Securitization Program to the extent that such restrictions relate to the assets (and any proceeds in respect thereof) that are the subject of such Permitted Securitization Program; or (n) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the documentation governing Indebtedness outstanding on Contractual Obligations referred to in clauses (a) through (m) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are good faith judgment of the Borrower, not materially more restrictive on less favorable to the Company and its Restricted Subsidiaries Loan Party with respect to such limitations than those contained in the Indebtedness refinancedapplicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Negative Pledge Clauses. (a) Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, other than (A) this Agreement, (B) any such agreement with respect to (i) any Account Receivable Indebtedness permitted pursuant to Section 7.2(q), (ii) any industrial revenue bonds, (iii) any purchase money mortgages and (iv) any Financing Leases permitted by this Agreement (in which cases, any prohibition or limitation shall be effective only against the assets financed thereby) and (C) any such agreement in respect of Permitted Specified Additional Debt or Outstanding Permitted Line of Credit Indebtedness, as the case may be, but only to the extent that such Indebtedness is permitted pursuant to Section 7.2 and such agreements comply with Section 7.15(b); or (b) enter into any agreement with respect to Permitted Specified Additional Debt or Outstanding Permitted Line of Credit Indebtedness, as the case may be, that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of Borrower to the Administrative Agent or any Subsidiary Guarantor, its obligations Lender hereunder or under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan DocumentsDocuments (including, without limitation, any advances or extensions of credit made hereunder prior to or subsequent to the creation of such Lien) or to secure any Loan Party’s obligations to the Administrative Agent or any Lender under any Loan Document to which it is a party; (b) provided that, the Borrower may enter into any such agreement which would permit any such Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (but only to the extent such provisions that the Permitted Specified Additional Debt and/or Outstanding Permitted Line of Credit Indebtedness, as the case may be, will be equally and ratably secured with any and all other obligations which are not more restrictive than customary market terms for Indebtedness secured in connection with the creation of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedLien.

Limitation on Negative Pledge Clauses. Enter into into, or suffer permit to exist or become effective exist, with any Person any agreement that which effectively prohibits or limits the ability of the Company or any Subsidiary Guarantor a Loan Party to create, incur, assume or suffer to exist any Lien upon or otherwise transfer any interest in any of its material Property property, assets or revenuesrevenues as Collateral, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) this Agreement and the other Loan Documents; Agreement; (b) any Lien arising pursuant to any Permitted Securitization the Loan Documents, ; (c) documentation governing Credit Agreement Refinancing Debt or agreements evidencing Indebtedness permitted to be incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement8.2(c), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing and any purchase money Liens (security interests or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise Financing Leases permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby thereby); (d) leases, contracts and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary agreements containing restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; ; (ge) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in licensing agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under management agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreementsrestricting assignment, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (f) agreements that neither restrict the Agents’ or any Secured Party’s ability to obtain first priority liens on Collateral included in the Borrowing Base nor restrict in any material respect the Agents’ or any Secured Party’s ability to exercise the remedies available to them under applicable Law and the Security Documents, subject to Liens permitted hereunder; provided that in no event shall such agreements restrict the payment of the Loans and other Obligations; (lg) Commodity Contracts and Financial Hedging Agreements not included in the Borrowing Base and containing restrictions on the assignment thereof; provided that, for the avoidance of doubt, to the extent any such prohibition, restriction or limitation is ineffective as a matter of law, the account receivable deriving from or the proceeds of such contract or agreement may be included in the Borrowing Base; (h) agreements purporting to prohibit the existence of any Liens upon, or transferring of any interest in, any Excluded Asset (as such term is defined in the Security Agreement); and (i) customary restrictions and conditions on transfers and investments contained in any agreement set forth in relating to the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 sale of any asset or any Permitted Refinancing thereof (including successive refinancings) so long as Subsidiary pending the consummation of such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedsale.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Parent, the Borrower or any Subsidiary Guarantor of its Class I Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than than: (a) this Agreement and the other Loan Documents; ; (b) any Lien arising pursuant to any Permitted Securitization Documents, [Reserved]; (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); any Senior Note Indentures; (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and thereby); (e) in connection with any Lien permitted under Section 7.3(b), (c), (d), (f), (g), (i), (k), (m), (o), (s), (u), (v) or (w) or any document or instrument governing any such Lien, provided that such prohibition or limitation shall only be effective against the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); assets subject to such Lien; (f) pursuant to customary restrictions on and conditions contained in any agreement related to the assignment sale of any property permitted under Section 7.5, pending the consummation of such sale, provided that such prohibition or limitation shall only be effective against the assets to be sold; (g) leases, licenses and contracts other agreements entered into in the ordinary course of business; business (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; other than for Indebtedness); (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture corporate charters, bylaws, stockholders agreements, partnership agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements entered into in connection with Investments permitted by Section 7.8 and negotiated in good faith and not with the purpose of avoiding the restrictions of this Section; (ki) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into and suppliers in the ordinary course of business; (j) Digital Cinema Equipment Leases with DCIP and related agreements; (k) agreements governing Liens, encumbrances and restrictions permitted under Section 7.3(aa); and (l) any agreement instruments governing Indebtedness permitted under Section 7.2(g), (r), (s), (t), (u), (v), (w), (x), (y) or (z). In each case set forth in the documentation governing Indebtedness outstanding above, notwithstanding any stated limitation on the Closing Date assets or property that may be subject to such prohibition or limitation, a prohibition or limitation on a specified asset or property or group or type of assets or property may also apply to all improvements, additions and set forth on Schedule 7.12 accessions thereto, assets and property affixed or any Permitted Refinancing thereof (appurtenant thereto, and all products and proceeds thereof, including successive refinancings) so long as such provisions are not materially more restrictive on the Company dividends, distributions, interest and its Restricted Subsidiaries than those contained increases in the Indebtedness refinancedrespect thereof.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentObligations, other than than: (a) this Agreement and the other Loan Fundamental Documents; ; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby thereby); (c) pursuant to customary restrictions and conditions contained in any agreement related to the case sale of any Permitted Refinancing property permitted under this Agreement, pending the consummation of purchase money Indebtedness such sale, provided that such prohibition or Permitted Acquisition Indebtedness, limitation shall only be no more restrictive, taken as a whole, than that in effective against the relevant refinanced agreement); assets to be sold; (fd) customary restrictions on the assignment of leases, licenses and contracts other agreements entered into in the ordinary course of business; business (g) any agreement other than in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; connection with or to secure Indebtedness); (he) customary non-assignment provisions in contracts; (f) restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (connection with any Lien permitted under Section 6.4 hereto or the assets of a Restricted Subsidiary of the Company) pending any document or instrument governing any such sale; provided Lien as long as such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is assets subject to be sold such Liens; (or whose assets are to be sold) and such sale is permitted hereunder; (ig) restrictions under agreements evidencing or governing or otherwise relating pursuant to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; any existing indenture (j) customary provisions as in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on Schedule 7.12 Date) under which the Borrower issues Indebtedness or any Permitted Refinancing thereof future indenture pursuant to which Indebtedness of the Borrower is issued (including successive refinancings) so long as such provisions the restrictions in any future indenture are not materially more restrictive on than the Company terms contained in Section 6.4 of this Agreement, taken as a whole (excluding Section 6.4(e), but only to the extent such restrictions allow the Obligations to be secured if the securities issued under such indenture are equally and its Restricted Subsidiaries than ratably secured therewith), as determined in good faith and certified in writing to the Lenders by the chief financial officer or chief executive officer of the Borrower; provided that, for the avoidance of doubt, to the extent the restrictions in any future indenture for a pari passu obligation limits the use of any carve outs or “baskets” similar to those contained in Section 6.4 of this Agreement (including limitations related to the Indebtedness refinancedutilization of such carve outs or “baskets” by other covenants in the indenture), such terms shall not be deemed to be materially more restrictive than the terms contained in Section 6.4 of this Agreement); (h) restrictions pursuant to agreements whereby the aggregate value of the assets subject to such prohibition or limitation shall not exceed $25,000,000; (i) the Canadian Credit Facility, so long as such prohibition or limitation is only applicable to Canadian Subsidiaries of the Borrower; and (j) restrictions imposed by guidelines of Government-Sponsored Enterprises.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that with any Person which agreement effectively prohibits or limits the ability of the Company or any Subsidiary Guarantor a Loan Party to create, incur, assume or suffer to exist any Lien upon or otherwise transfer any interest in any of its material Property property, assets or revenuesrevenues as Collateral, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) this Agreement and the other Loan Documents; Agreement; (b) any Lien arising pursuant to any Permitted Securitization the Loan Documents, ; (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement)industrial revenue bonds, so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (mortgages or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise Financing Leases permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness thereby); (d) leases or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary other documents containing restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; ; (ge) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in licensing agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under management agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreementsrestricting assignment, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (f) joint venture agreements containing customary and standard provisions regarding ownership and distribution of the assets or equity interests of such joint venture; (g) agreements that neither restrict the Agents’ and Lenders’ ability to obtain first priority liens on Collateral included in a Borrowing Base nor restrict the Agents’ and Lenders’ ability to exercise the remedies available to them under applicable law and the Security Documents, subject to liens permitted hereunder; provided that, in no event shall such agreements restrict the payment of the Loans and other Obligations; (lh) any agreement set forth agreements entered into by a Loan Party with a third party customer or supplier of such Loan Party in the documentation governing Indebtedness outstanding ordinary course of business with respect to a transaction that places restrictions on a portion of the cash of such Loan Party in an amount reasonably related to the amount of such transaction on terms consistent with the past practice of such Loan Party; (i) agreements entered into in the ordinary course of business with commodity storage, transportation and/or processing facilities that prohibit liens on the Closing Date commodities that are the subject thereof and set forth on Schedule 7.12 which shall not be included in any Borrowing Base; and (j) agreements purporting to prohibit the existence of any Liens upon, or transferring of any Permitted Refinancing thereof interest in, any Excluded Asset (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained term is defined in the Indebtedness refinancedSecurity Agreement).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Parent Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries that are Loan Parties to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentABL Priority Collateral, other than than: (a) pursuant to any agreement or instrument in effect at or entered into on the Closing Date, this Agreement and Agreement, the other Loan Documents and any related documents, the Term Loan Documents; , the Senior Notes Documents, the ABL/Term Loan Intercreditor Agreement and, on and after the execution and delivery thereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents; (b) any Lien arising pursuant to any Permitted Securitization Documentsagreement governing or relating to Indebtedness and/or other obligations and liabilities, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise each case secured by a Lien permitted hereby by Subsection 8.14 (in the which case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation restriction shall only be effective against the assets financed thereby and subject to such Lien, except as may otherwise be permitted under this Subsection 8.8); (c) pursuant to any agreement or instrument of a Person, or relating to Indebtedness (including any Guarantee Obligation in respect thereto) or Capital Stock of a Person, which Person is acquired by or merged or consolidated or amalgamated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent Borrower, or any Restricted Subsidiary in connection with an acquisition from such Person or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, as in effect at the time of such acquisition, merger, consolidation, amalgamation or transaction (except to the extent that such Indebtedness was Incurred to finance, or otherwise Incurred in connection with, such acquisition, merger, consolidation, amalgamation or transaction), provided that for purposes of this Subsection 8.8(c), if a Person other than a Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; (d) pursuant to any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any Permitted agreement or instrument referred to in Subsection 8.8(a) or 8.8(c) or this Subsection 8.8(d) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing of purchase money Indebtedness Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Permitted Acquisition Indebtedness, shall be no more restrictive, Amendment taken as a whole, whole are not materially less favorable to the Lenders than that encumbrances and restrictions contained in the relevant refinanced agreementInitial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower Representative, which determination shall be conclusive); ; (fe) (i) pursuant to any agreement or instrument that restricts in a customary manner (as determined by the Parent Borrower in good faith, which determination shall be conclusive) the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of a Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) pursuant to mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Parent Borrower or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions (as determined by the Parent Borrower in good faith, which determination shall be conclusive) restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the assignment of leasesproperty or assets so acquired, licenses and contracts (vi) pursuant to any agreement with customers or suppliers entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided business that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary impose restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed or inventory, (vii) pursuant to customary provisions (as determined by customers under contracts the Parent Borrower in good faith, which determination shall be conclusive) contained in agreements and instruments entered into in the ordinary course of businessbusiness (including but not limited to leases and licenses) or in joint venture and other similar agreements, or in shareholder, partnership, limited liability company and other similar agreements in respect of non-wholly owned Restricted Subsidiaries, (lviii) restrictions that arise or are agreed to in the ordinary course of business and do not detract from the value of property or assets of the Parent Borrower or any Restricted Subsidiary in any manner material to the Parent Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Agreements or other Permitted Hedging Arrangements or under Bank Products Agreements or (x) that arises under the terms of documentation governing any factoring agreement or any similar arrangements that in the good faith determination of the Parent Borrower, which determination shall be conclusive, are necessary or appropriate to effect such factoring agreement or similar arrangements; (f) pursuant to any agreement set forth in the documentation governing or instrument (i) relating to any Indebtedness outstanding on permitted to be Incurred subsequent to the Closing Date pursuant to Subsection 8.13, (x) if the encumbrances and set forth on Schedule 7.12 restrictions contained in any such agreement or any Permitted Refinancing thereof (including successive refinancings) so long instrument taken as such provisions a whole are not materially more restrictive on less favorable to the Company Lenders than the encumbrances and its Restricted Subsidiaries than those restrictions contained in the Initial Agreements (as determined in good faith by the Borrower Representative, which determination shall be conclusive), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower Representative, which determination shall be conclusive) and either (1) the Borrower Representative determines in good faith, which determination shall be conclusive, that such encumbrance or restriction will not materially affect the Parent Borrower’s ability to create and maintain the Liens on the ABL Priority Collateral pursuant to the Security Documents and make principal or interest payments on the Loans or (2) such encumbrance or restriction applies only if a default occurs under a circumstance described in Subsection 9.1(f) or in respect of a payment or financial covenant relating to such Indebtedness, or (ii) relating to any sale of receivables by or Indebtedness refinancedof a Foreign Subsidiary; (g) pursuant to any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.14; (h) pursuant to any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; and (i) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Parent, the Borrower or any Subsidiary Guarantor of its Class I Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than than: (a) this Agreement and the other Loan Documents; ; (b) any Lien arising pursuant to any Permitted Securitization Documents, the Senior Subordinated Note Indenture; (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); any Senior Note Indentures; (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and thereby); (e) in connection with any Lien permitted under Section 7.3(b), (c), (d), (f), (g), (i), (k), (m), (o), (s), (u), (v) or (w) or any document or instrument governing any such Lien, provided that such prohibition or limitation shall only be effective against the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); assets subject to such Lien; (f) pursuant to customary restrictions on and conditions contained in any agreement related to the assignment sale of any property permitted under Section 7.5, pending the consummation of such sale, provided that such prohibition or limitation shall only be effective against the assets to be sold; (g) leases, licenses and contracts other agreements entered into in the ordinary course of business; business (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; other than for Indebtedness); (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture corporate charters, bylaws, stockholders agreements, partnership agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements entered into in connection with Investments permitted by Section 7.8 and negotiated in good faith and not with the purpose of avoiding the restrictions of this Section; (ki) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into and suppliers in the ordinary course of business; (j) Digital Cinema Equipment Leases with DCIP and related agreements; (k) agreements governing Liens, encumbrances and restrictions permitted under Section 7.3(aa); and (l) any agreement instruments governing Indebtedness permitted under Section 7.2(g), (r), (s), (t), (u), (v), (w), (x), (y) or (z). In each case set forth in the documentation governing Indebtedness outstanding above, notwithstanding any stated limitation on the Closing Date assets or property that may be subject to such prohibition or limitation, a prohibition or limitation on a specified asset or property or group or type of assets or property may also apply to all improvements, additions and set forth on Schedule 7.12 accessions thereto, assets and property affixed or any Permitted Refinancing thereof (appurtenant thereto, and all products and proceeds thereof, including successive refinancings) so long as such provisions are not materially more restrictive on the Company dividends, distributions, interest and its Restricted Subsidiaries than those contained increases in the Indebtedness refinancedrespect thereof.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon on any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee Guaranty and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings))Liens, Capital Lease Obligations Obligations, EITF 97-10 Capital Lease Obligations, DCIP Sale and Leaseback Transactions or Permitted Acquisition Indebtedness other secured indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtednessthereby), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (gc) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that so long as such restrictions are applicable only with respect no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced) (in each case, to the assets extent such agreements do not conflict with the provisions of Subsidiaries that are not Subsidiary Guarantors; Section 5.9), (jd) customary nonassignment provisions in or other restrictions on Liens arising under leases, subleases, licenses, joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (le) any agreement exceptions set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those “Pledged Stock” definition contained in the Indebtedness refinancedGuaranty and Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not Restricted Subsidiaries, and (f) during the period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the UA Pass-Through Trust Documents.

Limitation on Negative Pledge Clauses. Enter into into, or suffer permit to exist or become effective exist, with any Person any agreement that which effectively prohibits or limits the ability of the Company or any Subsidiary Guarantor a Loan Party to create, incur, assume or suffer to exist any Lien upon or otherwise transfer any interest in any of its material Property property, assets or revenuesrevenues as Collateral, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) this Agreement and the other Loan Documents; Agreement; (b) any Lien arising pursuant to any Permitted Securitization the Loan Documents, ; (c) documentation governing Credit Agreement Refinancing Debt or agreements evidencing Indebtedness permitted to be incurred under Section 7.02(j8.2(c) and (g); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (, any industrial revenue bonds, purchase money security interests or Financing Leases permitted by this Agreement, and agreements relating to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (Maine Dock Liability Obligations and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Office Building Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby thereby); (d) leases, contracts and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary agreements containing restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; ; (ge) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in licensing agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under management agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreementsrestricting assignment, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (f) joint venture agreements containing customary and standard provisions regarding ownership and distribution of the assets or equity interests of such joint venture; (g) agreements that neither restrict the Agents’ or any Secured Party’s ability to obtain first priority liens on Collateral included in the Borrowing Base or in the calculation of Eligible Acquisition Asset Value nor restrict in any material respect the Agents’ or any Secured Party’s ability to exercise the remedies available to them under applicable Law and the Security Documents, subject to Liens permitted hereunder; provided that in no event shall such agreements restrict the payment of the Loans and other Obligations; (h) agreements entered into by a Loan Party with a third party customer or supplier of such Loan Party in the ordinary course of business with respect to a transaction that places restrictions on a portion of the cash of such Loan Party in an amount reasonably related to the amount of such transaction on terms consistent with the past practice of such Loan Party; (i) Materials Handling Contracts and other agreements entered into in the ordinary course of business with commodity storage, transportation and/or processing facilities that prohibit Liens on the commodities that are the subject thereof and which shall not be included in the Borrowing Base; (j) Commodity Contracts and Financial Hedging Agreements not included in the Borrowing Base and containing restrictions on the assignment thereof; provided that, for the avoidance of doubt, to the extent any such prohibition, restriction or limitation is ineffective as a matter of law, the account receivable deriving from or the proceeds of such contract or agreement may be included in the Borrowing Base; (k) agreements purporting to prohibit the existence of any Liens upon, or transferring of any interest in, any Excluded Asset (as such term is defined in the Security Agreement); and (l) any agreement set forth agreements with respect to assets not included in the documentation governing Indebtedness Borrowing Base, the aggregate value of such assets at any one time outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedto exceed $5,000,000.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries (other than any Receivables Subsidiaries and any Foreign Subsidiaries or Subsidiaries of either thereof) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and Agreement, the other Loan Documents; Documents and any related documents, (b) any Lien arising pursuant to industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations Transaction or Permitted Acquisition Indebtedness otherwise Receivables Transaction permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case or acquired thereby) or operating leases of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts real property entered into in the ordinary course of business; , (gc) any agreement instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time any Person becomes a Restricted Subsidiary of such acquisition (except to the Company; provided that extent such agreement Indebtedness was not entered into incurred or encumbrance or restriction was created in connection with or in contemplation of such Person becoming a Restricted Subsidiary acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company; Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by subsection 8.2(h) above, (d) customary non-assignment provisions in leases, licenses and commercial contracts that are entered into in the ordinary cause of business and do not pertain to Indebtedness, (e) restrictions imposed on cash, cash equivalents or securities that are subject to escrow or deposit arrangements arising under leases and commercial contracts that are entered into in the ordinary course of business and do not pertain to Indebtedness, (f) purchase money obligations or capital lease obligations for property or assets acquired or leased in transactions otherwise permitted hereby that impose restrictions against Liens on such property or assets (in which case, any prohibition or limitation shall only be effective against such property or assets and property and assets reasonably related thereto and proceeds thereof), (g) restrictions or conditions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2 of Restricted Subsidiaries any Subsidiary that are is not Subsidiary Guarantors(and is not required to become) a Loan Party; provided that such restrictions are applicable relate only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; such Subsidiary, (ji) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders and similar agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into restricting the granting of Liens in the ordinary course Capital Stock of business, such joint venture entity (so long as such Person is not a Loan Party or a Subsidiary) and (lj) provisions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2(e) requiring that such Indebtedness be secured ratably with any agreement Liens securing the Indebtedness under this Agreement including any such provisions as may be set forth in the documentation governing Indebtedness outstanding on documents and instruments evidencing the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedExisting GPI Facilities.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) the Note Documentation and any Lien arising pursuant to any Permitted Securitization Documentsagreements governing Indebtedness permitted by Sections 6.2(f) and (i), (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions agreements, taken as a whole, are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Note Documentation, (ec) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case proceeds thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing of purchase money Indebtedness Excluded Subsidiary permitted by Section 6.2(h) (in which case, any such prohibition or Permitted Acquisition Indebtedness, limitation shall only be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or effective against the assets of a Restricted such Excluded Subsidiary of and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is assets permitted to be sold (or whose assets are subject to be soldLiens permitted by Section 6.3(k) and such sale is permitted hereunder; the proceeds thereof), (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jf) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements that restrict transfer of assets of, or equity interests in, joint ventures, (kg) restrictions on cash licenses or other deposits or net worth imposed sublicenses by customers under contracts entered into the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of businessbusiness (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) prohibitions and limitations in effect on the date hereof and listed on Schedule 6.13(h), (i) provisions in leases that restrict the transfer of such lease by the lessee and (lj) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date prohibitions and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedlimitations arising by operation of law.

Limitation on Negative Pledge Clauses. Enter into with any Person any agreement, other than this Agreement or suffer to exist or become effective the Indenture (including any agreement that new indenture which results from an otherwise permitted refinancing of the Senior Notes), which prohibits or limits the ability of the Company Borrowers or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquiredacquired provided, that the foregoing shall not apply to secure the Obligations or, in the case of (i) restrictions and conditions imposed by Laws or by any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Loan Document, other than (aii) this Agreement restrictions and conditions in any agreement or contract existing on the other Loan Documents; (b) Effective Date and any Lien arising pursuant to any Permitted Securitization Documentsamendments, (c) documentation governing Credit Agreement Refinancing Debt modifications, restatements, renewals or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) replacements thereof (to the extent such provisions that are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions existing on the assignment of leasesEffective Date, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (hiii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) asset pending such sale; provided provided, that such restrictions and conditions apply only to the Restricted Subsidiary of the Company or asset that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; , (iiv) restrictions under agreements evidencing or governing or otherwise conditions imposed by any agreement relating to secured Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that permitted by this Agreement if such restrictions are applicable or conditions apply only with respect to the property or assets of Subsidiaries that are not Subsidiary Guarantors; securing such Indebtedness, (jv) customary non-assignment provisions in joint venture agreementsany contract, limited liability company operating agreementseasement or lease, partnership agreements, stockholders agreements and other similar agreements; (k) customary encumbrances and restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which either Borrower or any Restricted Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not any other asset or property of such Borrower or such Restricted Subsidiary or the assets or property of any other Borrower or other Restricted Subsidiary, and (lvii) restrictions contained in documents evidencing Indebtedness existing at the time at which any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) such Person first becomes a Restricted Subsidiary, so long as such provisions restriction was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not materially more restrictive on restrictive, taken as a whole, than the Company and its restrictions existing at the time such Person first becomes a Restricted Subsidiaries than those contained in the Indebtedness refinancedSubsidiary.

Limitation on Negative Pledge Clauses. Enter into into, or suffer permit to exist or become effective exist, with any Person any agreement that which effectively prohibits or limits the ability of the Company or any Subsidiary Guarantor a Loan Party to create, incur, assume or suffer to exist any Lien upon or otherwise transfer any interest in any of its material Property property, assets or revenuesrevenues as Collateral, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) this Agreement and the other Loan Documents; Agreement; (b) any Lien arising pursuant to any Permitted Securitization the Loan Documents, ; (c) documentation governing Credit Agreement Refinancing Debt or agreements evidencing Indebtedness permitted to be incurred under Section 7.02(j8.2(c) and (g); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (, any industrial revenue bonds, purchase money security interests or Financing Leases permitted by this Agreement, and agreements relating to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Maine Dock Liability Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby thereby); (d) leases, contracts and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary agreements containing restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; ; (ge) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in licensing agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under management agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreementsrestricting assignment, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (f) joint venture agreements containing customary and standard provisions regarding ownership and distribution of the assets or equity interests of such joint venture; (g) agreements that neither restrict the Agents’ or any Secured Party’s ability to obtain first priority liens on Collateral included in the U.S. Borrowing Base or the Kildair Borrowing Base or in the calculation of Eligible Acquisition Asset Value nor restrict in any material respect the Agents’ or any Secured Party’s ability to exercise the remedies available to them under applicable Law and the Security Documents, subject to Liens permitted hereunder; provided that in no event shall such agreements restrict the payment of the Loans and other Obligations; (h) agreements entered into by a Loan Party with a third party customer or supplier of such Loan Party in the ordinary course of business with respect to a transaction that places restrictions on a portion of the cash of such Loan Party in an amount reasonably related to the amount of such transaction on terms consistent with the past practice of such Loan Party; (i) Materials Handling Contracts and other agreements entered into in the ordinary course of business with commodity storage, transportation and/or processing facilities that prohibit Liens on the commodities that are the subject thereof and which shall not be included in the U.S. Borrowing Base or the Kildair Borrowing Base; (j) Commodity Contracts and Financial Hedging Agreements not included in the U.S. Borrowing Base or the Kildair Borrowing Base and containing restrictions on the assignment thereof; provided that, for the avoidance of doubt, to the extent any such prohibition, restriction or limitation is ineffective as a matter of law, the account receivable deriving from or the proceeds of such contract or agreement may be included in the U.S. Borrowing Base or the Kildair Borrowing Base; (k) agreements purporting to prohibit the existence of any Liens upon, or transferring of any interest in, any Excluded Asset (as such term is defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); provided that such prohibition is entered into in the ordinary course and not in contemplation of such asset becoming an Excluded Asset (as such term is defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); and (l) any agreement set forth agreements with respect to assets not included in the documentation governing Indebtedness U.S. Borrowing Base or the Kildair Borrowing Base, the aggregate value of such assets at any one time outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedto exceed $7,500,000.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Parent, the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness or Guarantee Obligations in respect thereof, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the assignment Borrower and its Restricted Subsidiaries of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) (x) prohibitions and limitations in effect on the date hereof and listed on Schedule 6.13 and (y) to the extent such prohibitions and limitations described in clause (x) are set forth in an agreement evidencing Indebtedness, prohibitions and limitations set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such prohibitions and limitations, (i) customary provisions in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets subject to such Disposition, (m) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof (other than Indebtedness constituting any unsecured Junior Debt) as long as such pledges and restrictions do not restrict or impair the ability of the Parent, the Borrower and the Restricted Subsidiaries that are not Subsidiary Guarantors; to comply with their obligations under the Loan Documents, (jo) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (kp) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and or (lq) restrictions imposed by any agreement set forth in the documentation governing Indebtedness outstanding on entered into after the Closing Date and set forth on Schedule 7.12 permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to Parent, the Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such provisions are restrictions will not materially more restrictive on affect the Company obligation or ability of Parent, the Borrower and its the Restricted Subsidiaries than those contained in to make any payments required to be made by it hereunder, become a Loan Party (to the Indebtedness refinancedextent so required by Section 5.10), perform obligations required to be performed by it under the Loan Documents (including obligations to provide Collateral and guarantees under the Loan Documents).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentObligations, other than than: (a) this Agreement and the other Loan Fundamental Documents; ; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby thereby); (c) pursuant to customary restrictions and conditions contained in any agreement related to the case sale of any Permitted Refinancing property permitted under this Agreement, pending the consummation of purchase money Indebtedness such sale, provided that such prohibition or Permitted Acquisition Indebtedness, limitation shall only be no more restrictive, taken as a whole, than that in effective against the relevant refinanced agreement); assets to be sold; (fd) customary restrictions on the assignment of leases, licenses and contracts other agreements entered into in the ordinary course of business; business (g) any agreement other than in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; connection with or to secure Indebtedness); (he) customary non-assignment provisions in contracts; (f) restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (connection with any Lien permitted under Section 6.4 hereto or the assets of a Restricted Subsidiary of the Company) pending any document or instrument governing any such sale; provided Lien as long as such restrictions and conditions apply only to the Restricted Subsidiary assets subject to such Liens; (g) restrictions pursuant to any existing indenture (as in effect on the Fourth Amendment Effective Date) or future indenture pursuant to which Indebtedness of the Company that Borrower is to be sold issued (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions the restrictions in any future indenture are not materially more restrictive on than the Company terms contained in Section 6.4 of this Agreement (excluding Section 6.4(e), but only to the extent such restrictions allow the Obligations and its Restricted Subsidiaries than guarantees thereof to be secured if the securities issued under such indenture are equally and ratably secured therewith), as determined in good faith and certified in writing to the Lenders by the chief financial officer or chief executive officer of the Borrower; provided that, for the avoidance of doubt, to the extent the restrictions in any future indenture for a pari passu obligation limits the use of any carve outs or “baskets” similar to those contained in Section 6.4 of this Agreement (including limitations related to the Indebtedness refinancedutilization of such carve outs or “baskets” by other covenants in the indenture), such terms shall not be deemed to be materially more restrictive than the terms contained in Section 6.4 of this Agreement)); and (h) restrictions pursuant to agreements whereby the aggregate value of the assets subject to such prohibition or limitation shall not exceed $25,000,000.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (c) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (d) any agreements governing Indebtedness permitted by Section 6.2(h) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds and products thereof), (e) customary provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or Permitted Acquisition IndebtednessCapital Stock in, shall be no more restrictivejoint ventures, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment licenses or sublicenses by any Group Member of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (g) any agreement customary provisions (including customary net worth provisions) (as reasonably determined by the Parent Borrower) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (h) prohibitions and limitations arising by operation of law, (i) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the such Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; Subsidiary, (j) customary provisions restrictions (as reasonably determined by the Parent Borrower) that arise in joint venture agreementsconnection with any Disposition permitted by Section 6.4 or 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) customary provisions (as reasonably determined by the Parent Borrower) contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (l) customary restrictions (as reasonably determined by the Parent Borrower) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (m) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth described in Schedule 6.11, (n) restrictions imposed by any agreement relating to Indebtedness permitted pursuant to clauses (d), (g), (j), (l), (m), (n), (o), (p), (u), (w), (y), (aa), (ee), and (ff) of Section 6.2, (o) customary restrictions (as reasonably determined by the Parent Borrower) that arise in connection with any Lien permitted by clauses (b)(ii), (b)(iii), (c), (d), (f), (h), (j), (l), (m), (n), (o), (q), (r), (s), (t), (u), (y), (z) or (ee) of Section 6.3 and relate to the property subject to such Lien, (p) negative pledges and restrictions on Schedule 7.12 Liens in favor of any holder of Indebtedness permitted under Section 6.2 but solely to the extent any negative pledge relates to (i) the property financed by such Indebtedness and the proceeds and products thereof or any Permitted Refinancing thereof (including successive refinancingsii) so long as such provisions are not materially more restrictive on the Company property of the Parent Borrower and its Restricted Subsidiaries than those contained so long as the agreements governing such Indebtedness permit the Liens securing the Obligations or (p) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Parent Borrower, no more restrictive with respect to the Parent Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness refinancedof such type, so long as the Parent Borrower shall have determined in good faith that such restrictions would not, or would not reasonably be expected to, restrict or impair, in any material respect, the ability of the Parent Borrower and its Restricted Subsidiaries to make any payments required under the Loan Documents.

Limitation on Negative Pledge Clauses. Enter The Company will not, and will not permit any of its Recourse Subsidiaries to, enter into or suffer to exist or become effective any agreement that (other than the Loan Documents, the Senior Notes Indenture and documents related to the Existing Subordinated Loan or the Multi-Currency Credit Agreement or any permitted refinancing thereof) with any Person which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Recourse Subsidiaries to create, incur, assume or suffer to exist any Lien securing the Payment Obligations upon any of its material Property properties, assets or revenues, whether now owned or hereafter acquired; provided, however, that the foregoing shall not apply to: (a) any agreement to secure the Obligations orextent that such agreement is in connection with a Lien permitted by Section 11.3 and any such prohibitions or limitations apply only to the property encumbered by such Lien; (b) restrictions and conditions imposed by any Requirement of Law or under any documents relating to any Permitted Joint Venture; provided, however, that any such restrictions or conditions shall apply only to the property of Permitted Joint Ventures; (c) customary provisions in contracts, licenses or leases restricting the assignment or subleasing or sublicensing thereof; (d) licenses, leases or contracts which by the terms of such licenses, leases and contracts prohibit the granting of Liens on the rights contained therein; (e) restrictions and conditions that arise in connection with any sales, transfers and other dispositions permitted by Section 11.6; provided, however, that such restrictions and conditions shall apply only to the property subject to such sale, transfer or disposition; (f) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 11.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness or that expressly permits Liens for the benefit of the Agents and the Lenders with respect to the credit facilities established hereunder and the obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; and (g) (i) any agreement or restriction relating to the Acquired Business in effect on the Closing Date and (ii) any amendments, modifications, restatements and renewals, of the agreements or the agreements containing the restrictions referred to in clauses (g)(i); provided that such amendments, modifications, restatements or renewals are, in the case good faith judgment of the Company, not any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) such restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedprior to such amendment, modification, restatement or renewal.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security Documentand the Canadian Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising pursuant to the ABL Credit Agreement, any Permitted Securitization DocumentsTerm Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any “Permitted Pari Passu Secured FILO Refinancing Debt”, any “Permitted Junior Secured FILO Refinancing Debt” and any “Permitted Unsecured FILO Refinancing Debt” (each as defined in the ABL Credit Agreement), any Indebtedness permitted under Section 6.2(dd) or (ff), and Guarantee Obligations in respect of any of the foregoing, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or Indebtedness permitted by Section 6.2(c) and any Permitted Refinancing in respect thereof (including successive refinancings)), other Capital Lease Obligations or Permitted Acquisition and Indebtedness secured by Purchase Money Security Interests otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of or liens on assets of, or equity interests in, joint ventures, (g) non-exclusive licenses or sub-licenses by the Borrower or any of its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (and, to the extent in existence on the assignment Amendment Effective Date or granted by the Borrower or any of leases, licenses and contracts entered into its Restricted Subsidiaries in the ordinary course of business; , exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) (x) prohibitions and limitations in effect on the Amendment Effective Date and listed on Schedule 6.13 and (y) to the extent such prohibitions and limitations described in clause (x) are set forth in an agreement evidencing Indebtedness, prohibitions and limitations set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such prohibitions and limitations, (i) customary provisions in effect leases, subleases, licenses and sub-licenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sub-licensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary and its Subsidiaries, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets subject to such Disposition, (m) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof (other than Indebtedness constituting any unsecured Junior Debt) as long as such pledges and restrictions do not restrict or impair the ability of the Parent, the Borrower and the Restricted Subsidiaries that are not Subsidiary Guarantors; to comply with their obligations under the Loan Documents, (jn) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (ko) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (lp) restrictions imposed by any agreement set forth governing Indebtedness entered into after the Amendment Effective Date and permitted under Section 6.2 that are, taken as a whole, in the documentation governing Indebtedness outstanding on good faith judgment of the Closing Date and set forth on Schedule 7.12 Borrower, no more restrictive with respect to the Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such provisions are restrictions will not materially more restrictive on affect the Company obligation or ability of the Borrower and its the Restricted Subsidiaries than those contained in to make any payments required to be made by it hereunder, become a Loan Party (to the Indebtedness refinancedextent so required by Section 5.10) or perform obligations required to be performed by it under the Loan Documents (including obligations to provide Collateral and guarantees under the Loan Documents).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Borrower Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , the Senior Secured Notes Documents, any Senior Secured Bridge Documents, or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Indebtedness permitted by Section 6.2(f), (g), (o) or (y), any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect under the Loan Documents and the Senior Secured Note Documents prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment provisions in joint venture agreements and similar agreements that restrict transfer of leasesassets of, or equity interests in, joint ventures, (g) licenses and contracts entered into or sublicenses by any Borrower Group Member of Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Initial Borrower, no more restrictive with respect to the Initial Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Initial Borrower shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of the Initial Borrower and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Parent Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries that are Loan Parties to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentABL Priority Collateral, other than than: (a) pursuant to any agreement or instrument in effect at or entered into on the Closing Date, this Agreement and Agreement, the other Loan Documents and any related documents, the Term Loan Documents; , the Senior Notes Documents, the ABL/Term Loan Intercreditor Agreement and, on and after the execution and delivery thereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents; (b) any Lien arising pursuant to any Permitted Securitization Documentsagreement governing or relating to Indebtedness and/or other obligations and liabilities, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise each case secured by a Lien permitted hereby by Subsection 8.14 (in the which case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation restriction shall only be effective against the assets financed thereby and subject to such Lien, except as may otherwise be permitted under this Subsection 8.8); (c) pursuant to any agreement or instrument of a Person, or relating to Indebtedness (including any Guarantee Obligation in respect thereto) or Capital Stock of a Person, which Person is acquired by or merged or consolidated or amalgamated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent Borrower, or any Restricted Subsidiary in connection with an acquisition from such Person or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, as in effect at the time of such acquisition, merger, consolidation, amalgamation or transaction (except to the extent that such Indebtedness was incurredIncurred to finance, or otherwise Incurred in connection with, such acquisition, merger, consolidation, amalgamation or transaction), provided that for purposes of this Subsection 8.8(c), if a Person other than a Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; (d) pursuant to any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness incurredIncurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any Permitted agreement or instrument referred to in Subsection 8.8(a) or 8.8(c) or this Subsection 8.8(d) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing of purchase money Indebtedness Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Permitted Acquisition Indebtedness, shall be no more restrictive, Amendment taken as a whole, whole are not materially less favorable to the Lenders than that encumbrances and restrictions contained in the relevant refinanced agreementInitial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower Representative, which determination shall be conclusive); ; (fi) pursuant to any agreement or instrument that restricts in a customary manner (as determined by the Parent Borrower in good faith, which determination shall be conclusive) the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of a Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) pursuant to mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Parent Borrower or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions (as determined by the Parent Borrower in good faith, which determination shall be conclusive) restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the assignment of leasesproperty or assets so acquired, licenses and contracts (vi) pursuant to any agreement with customers or suppliers entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided business that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary impose restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed or inventory, (vii) pursuant to customary provisions (as determined by customers under contracts the Parent Borrower in good faith, which determination shall be conclusive) contained in agreements and instruments entered into in the ordinary course of businessbusiness (including but not limited to leases and licenses) or in joint venture and other similar agreements, or in shareholder, partnership, limited liability company and other similar agreements in respect of non-Wholly Ownednon-wholly owned Restricted Subsidiaries, (lviii) restrictions that arise or are agreed to in the ordinary course of business and do not detract from the value of property or assets of the Parent Borrower or any Restricted Subsidiary in any manner material to the Parent Borrower or such Restricted Subsidiary, or (ix) pursuant to Interest Rate Agreements, Hedging Agreements or other Permitted Hedging Arrangements or under Bank Products Agreements; or (x) that arises under the terms of documentation governing any factoring agreement or any similar arrangements that in the good faith determination of the Parent Borrower, which determination shall be conclusive, are necessary or appropriate to effect such factoring agreement or similar arrangements; (f) pursuant to any agreement set forth in the documentation governing or instrument (i) relating to any Indebtedness outstanding on permitted to be incurredIncurred subsequent to the Closing Date pursuant to Subsection 8.13, (x) if the encumbrances and set forth on Schedule 7.12 restrictions contained in any such agreement or any Permitted Refinancing thereof (including successive refinancings) so long instrument taken as such provisions a whole are not materially more restrictive on less favorable to the Company Lenders than the encumbrances and its Restricted Subsidiaries than those restrictions contained in the Initial Agreements (as determined in good faith by the Borrower Representative, which determination shall be conclusive), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower Representative, which determination shall be conclusive) and either (1) the Borrower Representative determines in good faith, which determination shall be conclusive, that such encumbrance or restriction will not materially affect the Parent Borrower’s ability to create and maintain the Liens on the ABL Priority Collateral pursuant to the Security Documents and make principal or interest payments on the Term Loans or (2) such encumbrance or restriction applies only if a default occurs under a circumstance described in Subsection 9.1(f) or in respect of a payment or financial covenant relating to such Indebtedness, or (ii) relating to any sale of receivables by or Indebtedness refinancedof a Foreign Subsidiary; (g) pursuant to any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.14; (h) pursuant to any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; and (i) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Loan Party to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Restricted Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than pursuant to (ai) this Agreement and the other Loan Documents; Documents (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (eii) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and improvements thereon and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, Indebtedness shall not be no materially more restrictiverestrictive in the good faith judgment of the Company, taken as a whole, than that in the relevant refinanced refinancing agreement); , (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (hiii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary of the Company or assets that is are to be sold (or whose assets are to be sold) and such sale is permitted hereunder; , (iiv) restrictions under agreements evidencing or governing or otherwise conditions imposed by any agreement relating to secured Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantorspermitted by this Agreement if such restrictions or conditions apply only to the assets and improvements thereon securing such Indebtedness, (v) customary provisions in leases and other contracts restricting the assignment thereof, (vi) restrictions in any document or instrument governing any Lien permitted hereunder; provided that any such restrictions are applicable restriction contained therein relates only with respect to the asset or assets subject to such Lien, (vii) software and other intellectual property licenses pursuant to which the Company or any Restricted Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject of Subsidiaries that are not Subsidiary Guarantors; the applicable license), (jviii) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements applicable to joint ventures permitted under Section 7.07(u) and applicable solely to such joint venture and/or Common Stock therein, (kix) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course replacements, renewals, amendments and refinancings of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) agreements described above so long as such provisions replacement, renewals, amendments and refinancings are not materially more restrictive in the good faith judgment of the Company, taken as a whole, than in the relevant refinancing agreement, (x) applicable law and (xi) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a Material Adverse Effect on the Company and its Restricted Subsidiaries than those contained in ability of the Indebtedness refinancedLoan Parties, taken as a whole, to satisfy their Obligations hereunder.

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt agreements relating to Property encumbered by Liens permitted by Section 12.3 as long as such agreements apply only to the Property encumbered by such Liens, any inventory or Indebtedness incurred under Section 7.02(j); goods, the sale of which may give rise to a “Receivable” (as such term is defined in the Permitted Receivables Agreement) or the assignment of any right to receive income in respect of such inventory or goods, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by Section 12.2 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary, (h) agreements with suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into into, or suffer permit to exist or become effective exist, with any Person any agreement that which effectively prohibits or limits the ability of the Company or any Subsidiary Guarantor a Loan Party to create, incur, assume or suffer to exist any Lien upon or otherwise transfer any interest in any of its material Property property, assets or revenuesrevenues as Collateral, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) this Agreement and Agreement; (b) the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or agreements evidencing Indebtedness permitted to be incurred under Section 7.02(j8.2(c) and (g); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (, any industrial revenue bonds, purchase money security interests or Financing Leases permitted by this Agreement, and agreements relating to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Maine Dock Liability Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreementthereby); (fd) customary leases, contracts and agreements containing restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (ge) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in licensing agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under management agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreementsrestricting assignment, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (f) joint venture agreements containing customary and standard provisions regarding ownership and distribution of the assets or equity interests of such joint venture; (g) agreements that neither restrict the Administrative Agent’s or any Secured Party’s ability to obtain first priority liens on Collateral included in the U.S. Borrowing Base or (i) Materials Handling Contracts and other agreements entered into in the ordinary course of business with commodity storage, transportation and/or processing facilities that prohibit Liens on the commodities that are the subject thereof and which shall not be included in the U.S. Borrowing Base or the Kildair Borrowing Base; (j) Commodity Contracts and Financial Hedging Agreements not included in the U.S. Borrowing Base or the Kildair Borrowing Base and containing restrictions on the assignment thereof; provided that, for the avoidance of doubt, to the extent any such prohibition, restriction or limitation is ineffective as a matter of law, the account receivable deriving from or the proceeds of such contract or agreement may be included in the U.S. Borrowing Base or the Kildair Borrowing Base; (k) agreements purporting to prohibit the existence of any Liens upon, or transferring of any interest in, any Excluded Asset (as such term is defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); provided that such prohibition is entered into in the ordinary course and not in contemplation of such asset becoming an Excluded Asset (as such term is defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); and (l) any agreement set forth agreements with respect to assets not included in the documentation governing Indebtedness U.S. Borrowing Base or the Kildair Borrowing Base, the aggregate value of such assets at any one time outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedto exceed $7,500,000.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising agreement of any Person which becomes a Subsidiary of the Company or to which the Company or any Subsidiary becomes subject after the date hereof in connection with a Permitted Acquisition, which agreement was not created in anticipation thereof, including, but not limited to, any such agreement governing acquired Indebtedness permitted under Subsection 7.2(g), provided that any agreement so permitted in accordance with this clause (b) shall apply only to the property or assets acquired, directly or indirectly, by the Company pursuant to any such Permitted Securitization DocumentsAcquisition, (c) documentation governing Credit Agreement Refinancing Debt agreements that restrict in a customary manner the subletting, assignment or Indebtedness incurred under Section 7.02(j)transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease; license or other contract, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such customary provisions are not more restrictive than customary market terms for Indebtedness restricting dispositions of such type (and real property interests set forth in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)easement or similar agreements, (e) agreements in connection with the sale or disposition of any agreements governing any purchase money Liens assets of the Company or the sale or disposition of a Subsidiary (or any Permitted Refinancing in respect thereof (including successive refinancings)of its property or assets), Capital Lease Obligations in any such case as permitted under this Agreement, pending the closing of such sale or Permitted Acquisition Indebtedness otherwise disposition, (f) any industrial revenue bonds, purchase money mortgages or Financing Leases permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtednessthereby), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is creating Liens permitted to be sold (or whose assets are incurred pursuant to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreementssubsection 7.3, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are agreements do not materially more restrictive prohibit or limit in any manner the ability of the Company or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien on any Collateral, and (h) such restrictions as exist in the Senior Subordinated Note Indenture as in effect on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedClosing Date.

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt agreements relating to Property encumbered by Liens permitted by subsection 12.3 as long as such agreements apply only to the Property encumbered by such Liens, any inventory or Indebtedness incurred under Section 7.02(j); goods, the sale of which may give rise to a "Receivable" (as such term is defined in the Permitted Receivables Agreement) or the assignment of any right to receive income in respect of such inventory or goods, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by subsection 12.2 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary, (h) agreements with suppliers to the Company or affiliates of suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers or affiliates of such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement Negative Pledge that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Documents, the Capital One Credit Agreement and related loan documents thereto, or by operation of Requirements of Law; (b) any Lien arising pursuant to any Permitted Securitization in connection with the Specified Master Trust Notes Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (but solely with respect to the extent such provisions Subsidiaries that are not more restrictive than customary market terms for Indebtedness of Eligible Subsidiaries, provided that, such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case Capital Stock of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement)Subsidiary party thereto; (fc) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (d) customary restrictions on the provisions restricting subletting or assignment of leases, licenses and contracts any lease governing a leasehold interest of any Group Member; (e) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (hf) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; sale (provided that such restrictions and conditions apply only to the Restricted Subsidiary of the Company or assets that is are to be sold (or whose assets are to be sold) and such sale or other Disposition is permitted hereunder); (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jg) customary provisions in joint venture agreementsagreements restricting the transfer or encumbrance of equity interests in such joint venture or the assets owned by such joint venture, limited liability company operating agreements, partnership agreements, stockholders agreements or otherwise restricting transactions between the joint venture and other similar agreementsthe Borrower and its Subsidiaries; and (kh) restrictions on cash or other deposits conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or net worth imposed by customers under contracts entered into conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Equity Interests in the ordinary course issuer of business, such Consolidated Secured Debt.” (q) Section 7.7(l) of the Existing Credit Agreement is hereby amended to delete the reference to “$25,000,000” and to replace such reference with “5% of Total Asset Value as of such date”. (lr) any agreement set forth in Section 7.15 of the documentation governing Indebtedness outstanding on the Closing Date Existing Credit Agreement is hereby amended and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long restated as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinanced.follows:

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor to createCBS will not, incur, assume or suffer to exist any Lien upon and will not permit any of its Material Subsidiaries to, enter into any contractual obligation (a "Lien Restriction") in connection with the incurrence of Indebtedness for Borrowed Money which, with respect to any material Property asset of CBS or revenuesany of its Material Subsidiaries, whether now owned would prohibit CBS or hereafter acquired, to secure such Material Subsidiary from granting a Lien on such asset as collateral security for the Obligations obligations of CBS hereunder or, in the case as applicable, a Guarantee of any such obligations by such Material Subsidiary Guarantor(collectively, its obligations under the Guarantee and Collateral Agreement or other Security Document"Credit Obligations"), other than except (a) this Agreement and the other Loan Documents; Lien Restrictions with respect to any asset encumbered by a Lien permitted by Section 5.5, (b) any Lien arising pursuant Restrictions with respect to any Permitted Securitization Documentsasset (or any proceeds thereof) which are comparable to Lien Restrictions affecting such asset on the Original Closing Date, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth Lien Restrictions included in the documentation governing the terms of any Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 of any Person which is acquired by CBS or any Permitted Refinancing thereof of its Material Subsidiaries after the Original Closing Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof, (including successive refinancingsd) Lien Restrictions in connection with securitizations or other transactions involving sales of receivables affecting only such 55 51 receivables and (e) Lien Restrictions included in the Infinity Credit Agreement. It is understood that an "equal and ratable" clause shall not be deemed to constitute a Lien Restriction so long as such provisions are not materially more restrictive clause would permit the obligations entitled to the benefit of such clause and the applicable Credit Obligations to be secured by Liens on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedrelevant assets on a pari passu basis.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries (other than any Excluded Subsidiaries) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) (i) this Agreement and Agreement, the other Loan Documents; Documents and any related documents, and (ii) the Existing Note Indentures, the Existing Notes and any related documents, (b) any Lien arising pursuant to industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations Transaction or Permitted Acquisition Indebtedness otherwise Receivables Transaction permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case or acquired thereby) or operating leases of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts real property entered into in the ordinary course of business; , (gc) any agreement instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time any Person becomes a Restricted Subsidiary of such acquisition (except to the Company; provided that extent such agreement Indebtedness was not entered into incurred or encumbrance or restriction was created in connection with or in contemplation of such Person becoming a Restricted Subsidiary acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company; Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by subsection 8.2(h) above, (d) customary non-assignment provisions in leases, licenses and commercial contracts that are entered into in the ordinary cause of business and do not pertain to Indebtedness, (e) restrictions imposed on cash, cash equivalents or securities that are subject to escrow or deposit arrangements arising under leases and commercial contracts that are entered into in the ordinary course of business and do not pertain to Indebtedness, (f) purchase money obligations or capital lease obligations for property or assets acquired or leased in transactions otherwise permitted hereby that impose restrictions against Liens on such property or assets (in which case, any prohibition or limitation shall only be effective against such property or assets and property and assets reasonably related thereto and proceeds thereof), (g) restrictions or conditions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2 of Restricted Subsidiaries any Subsidiary that are is not Subsidiary Guarantors(and is not required to become) a Loan Party; provided that such restrictions are applicable relate only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; such Subsidiary, (ji) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders and similar agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into restricting the granting of Liens in the ordinary course Capital Stock of business, and such joint venture entity (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such Person is not a Loan Party or a Subsidiary), (j) provisions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2(e), to the extent the prohibitions or limitations related to such Indebtedness, taken as a whole, are not materially more restrictive on the Company with respect to such prohibitions and its Restricted Subsidiaries limitations, taken as a whole, than those contained set forth in this Agreement, the other Loan Documents and any related documents, or to the extent requiring that such Indebtedness be secured ratably with any Liens securing the Indebtedness refinancedunder this Agreement, and (k) any prohibitions or limitations that arise in connection with any Disposition permitted by subsection 8.5 or 8.6 and relate solely to the asset or Person subject to such Disposition.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents and the ABL Loan Documents (in the case of the ABL Loan Documents; , as in effect as of the date hereof, except for any Permitted Amendment (as defined in the ABL Credit Agreement)), or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures (including the CP&P Joint Venture as in effect on the assignment date hereof), (g) licenses or sublicenses by any Group Member of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business or consistent with past practice (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business or consistent with past practice, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness or consistent with past practice, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Holdings, no more restrictive with respect to Holdings or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Holdings shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter (a) enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, other than (A) this Agreement, (B) any such agreement with respect to (i) any Account Receivable Indebtedness permitted pursuant to subsection 7.2(u), (ii) any industrial revenue bonds, (iii) any purchase money mortgages or (iv) any Financing Leases permitted by this Agreement (in which cases, any prohibition or limitation shall be effective only against the assets financed thereby) and (C) any such agreement in respect of Permitted Specified Additional Debt or Outstanding Permitted Line of Credit Indebtedness, as the case may be, but only to the extent that such Indebtedness is permitted pursuant to subsection 7.2 and such agreements comply with subsection 7.15(b); or (b) enter into any agreement with respect to Permitted Specified Additional Debt or Outstanding Permitted Line of Credit Indebtedness, as the case may be, that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of Borrower to the Administrative Agent or any Subsidiary Guarantor, its obligations Lender hereunder or under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; Documents (bincluding, without limitation, any advances or extensions of credit made hereunder prior to or subsequent to the creation of such Lien) or to secure any Loan Party's obligations to the Administrative Agent or any Lender under any Loan Document to which it is a party, provided that the Borrower may enter into any such agreement which would permit any such Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (but only to the extent such provisions that the Permitted Specified Additional Debt and/or Outstanding Permitted Line of Credit Indebtedness, as the case may be, will be equally and ratably secured with any and all other obligations which are not more restrictive than customary market terms for Indebtedness secured in connection with the creation of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedLien.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company ABL Administrative Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security Documentand the Canadian Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents; , (b) the Term Loan Credit Agreement, any Lien arising pursuant to agreements governing any Permitted Securitization DocumentsFILO Credit Agreement Refinancing Indebtedness, any Permitted Junior Secured FILO Refinancing Debt, any Permitted Unsecured FILO Refinancing Debt, Permitted Term Loan Refinancing Indebtedness and Incremental Equivalent Debt and Guarantee Obligations in respect of the foregoing, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or Indebtedness permitted by Section 6.2(c) and any Permitted Refinancing in respect thereof (including successive refinancings)), other Capital Lease Obligations or Permitted Acquisition and Indebtedness secured by Purchase Money Security Interests otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of or liens on assets of, or equity interests in, joint ventures, (g) non-exclusive licenses or sub-licenses by the ABL Administrative Borrower or any of its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (and, to the extent in existence on the assignment Closing Date or granted by the ABL Administrative Borrower or any of leases, licenses and contracts entered into its Restricted Subsidiaries in the ordinary course of business; , exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) (x) prohibitions and limitations in effect on the Closing Date and listed on Schedule 6.13 and (y) to the extent such prohibitions and limitations described in clause (x) are set forth in an agreement evidencing Indebtedness, prohibitions and limitations set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such prohibitions and limitations, (i) customary provisions in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets subject to such Disposition, (m) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof (other than Indebtedness constituting any unsecured Junior Debt) as long as such pledges and restrictions do not restrict or impair the ability of the Parent, the ABL Administrative Borrower and the Restricted Subsidiaries that are not Subsidiary Guarantors; to comply with their obligations under the Loan Documents, (jn) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (ko) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (lp) restrictions imposed by any agreement set forth in the documentation governing Indebtedness outstanding on entered into after the Closing Date and set forth on Schedule 7.12 permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the ABL Administrative Borrower, no more restrictive with respect to the ABL Administrative Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the ABL Administrative Borrower shall have determined in good faith that such provisions are restrictions will not materially more restrictive on affect the Company obligation or ability of the ABL Administrative Borrower and its the Restricted Subsidiaries than those contained in to make any payments required to be made by it hereunder, become a Loan Party (to the Indebtedness refinancedextent so required by Section 5.10) or perform obligations required to be performed by it under the Loan Documents (including obligations to provide Collateral and guarantees under the Loan Documents).

Limitation on Negative Pledge Clauses. Enter into into, or suffer permit to exist or become effective exist, with any Person any agreement that which effectively prohibits or limits the ability of the Company or any Subsidiary Guarantor a Loan Party to create, incur, assume or suffer to exist any Lien upon or otherwise transfer any interest in any of its material Property property, assets or revenuesrevenues as Collateral, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) this Agreement and the other Loan Documents; ; (b) any Lien arising pursuant to any Permitted Securitization the New Term Loan Facility and the other “Loan Documents, ” (as defined therein); (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement)industrial revenue bonds, so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (mortgages or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise Financing Leases permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness thereby); (d) leases or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary other documents containing restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; ; (ge) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in licensing agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under management agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreementsrestricting assignment, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (f) joint venture agreements containing customary and standard provisions regarding ownership and distribution of the assets or equity interests of such joint venture; (g) agreements that neither restrict the Collateral Agent’s or Lenders’ ability to obtain first priority liens on Collateral included in an Individual Gross Borrowing Base or the Consolidated Borrowing Base nor restrict the Collateral Agent’s and Lenders’ ability to exercise the remedies available to them under applicable Law and the Security Documents, subject to liens permitted hereunder; provided that, in no event shall such agreements restrict the payment of the Loans and other Obligations; (h) agreements entered into by a Loan Party with a third party customer or supplier of such Loan Party in the ordinary course of business with respect to a transaction that places restrictions on a portion of the cash of such Loan Party in an amount reasonably related to the amount of such transaction on terms consistent with the past practice of such Loan Party; (i) agreements entered into in the ordinary course of business with commodity storage, transportation and/or processing facilities that prohibit Liens on the commodities that are the subject thereof; (j) Commodity Contracts not included in any Individual Gross Borrowing Base or the Consolidated Borrowing Base and containing restrictions on the assignment of such Commodity Contracts; provided that, for the avoidance of doubt, any such Commodity Contracts containing a prohibition or limitation that is ineffective as a matter of law may be included in any Individual Gross Borrowing Base; (k) agreements purporting to prohibit the existence of any Liens upon, or transferring of any interest in, any Excluded Asset (as such term is defined in the New York Security Agreement and/or the Canadian Security Agreement, as applicable); and (l) agreements with respect to assets not included in any agreement set forth in Individual Gross Borrowing Base or the documentation governing Indebtedness Consolidated Borrowing Base, the aggregate value of such assets at any one time outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedto exceed $2,500,000.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Parent Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries that are Loan Parties to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) pursuant to any agreement or instrument in effect at or entered into on the Closing Date, this Agreement and Agreement, the other Loan Documents and any related documents, the Term Loan Documents and, on and after the execution and delivery thereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents; ; (b) any Lien arising pursuant to any Permitted Securitization Documentsagreement governing or relating to Indebtedness and/or other obligations and liabilities, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise each case secured by a Lien permitted hereby by Subsection 8.14 (in the which case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation restriction shall only be effective against the assets financed thereby and subject to such Lien, except as may otherwise be permitted under this Subsection 8.8); (c) pursuant to any agreement or instrument of a Person, or relating to Indebtedness (including any Guarantee Obligation in respect thereto) or Capital Stock of a Person, which Person is acquired by or merged or consolidated or amalgamated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent Borrower, or any Restricted Subsidiary in connection with an acquisition from such Person or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, as in effect at the time of such acquisition, merger, consolidation, amalgamation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation, amalgamation or transaction), provided that for purposes of this Subsection 8.8(c), if a Person other than a Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; (d) pursuant to any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any Permitted agreement or instrument referred to in Subsection 8.8(a) or 8.8(c) or this Subsection 8.8(d) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing of purchase money Indebtedness Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Permitted Acquisition Indebtedness, shall be no more restrictive, Amendment taken as a whole, whole are not materially less favorable to the Lenders than that encumbrances and restrictions contained in the relevant refinanced agreementInitial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower Representative, which determination shall be conclusive); ; (fe) (i) pursuant to any agreement or instrument that restricts in a customary manner (as determined in good faith by the Borrower Representative, which determination shall be conclusive) the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of a Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) pursuant to mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Parent Borrower or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions (as determined in good faith by the Borrower Representative, which determination shall be conclusive) restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the assignment of leasesproperty or assets so acquired, licenses and contracts (vi) pursuant to any agreement with customers or suppliers entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided business that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary impose restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed or inventory, (vii) pursuant to customary provisions (as determined in good faith by customers under contracts the Borrower Representative, which determination shall be conclusive) contained in agreements and instruments entered into in the ordinary course of businessbusiness (including but not limited to leases and licenses) or in joint venture and other similar agreements, or in shareholder, partnership, limited liability company and other similar agreements in respect of Non-Wholly Owned Restricted Subsidiaries, (lviii) restrictions that arise or are agreed to in the ordinary course of business and do not detract from the value of property or assets of the Parent Borrower or any Restricted Subsidiary in any manner material to the Parent Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Agreements or other Permitted Hedging Arrangements or under Bank Products Agreements or (x) that arises under the terms of documentation governing any factoring agreement or any similar arrangements that in the good faith determination of the Borrower Representative, which determination shall be conclusive, are necessary or appropriate to effect such factoring agreement or similar arrangements; (f) pursuant to any agreement set forth in the documentation governing or instrument (i) relating to any Indebtedness outstanding on permitted to be incurred subsequent to the Closing Date pursuant to Subsection 8.13, (x) if the encumbrances and set forth on Schedule 7.12 restrictions contained in any such agreement or any Permitted Refinancing thereof (including successive refinancings) so long instrument taken as such provisions a whole are not materially more restrictive on less favorable to the Company Lenders than the encumbrances and its Restricted Subsidiaries than those restrictions contained in the Initial Agreements (as determined in good faith by the Borrower Representative, which determination shall be conclusive), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower Representative, which determination shall be conclusive) and either (1) the Borrower Representative determines in good faith, which determination shall be conclusive, that such encumbrance or restriction will not materially affect the Parent Borrower’s ability to create and maintain the Liens on the ABL Priority Collateral pursuant to the Security Documents and make principal or interest payments on the Loans or (2) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, or (ii) relating to any sale of receivables by or Indebtedness refinancedof a Foreign Subsidiary; (g) pursuant to any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.14; (h) pursuant to any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; and (i) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary.

Limitation on Negative Pledge Clauses. Enter into into, or suffer to exist or become effective exist, any agreement that agreement, other than this Agreement which prohibits or limits the ability of any Subsidiary to (i) pay dividends or make other distributions or pay any Indebtedness owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Subsidiary, (iii) transfer any of its properties or assets to the Borrower or any other Subsidiary Guarantor or the ability of the Borrower or any of its Subsidiaries or Holding Companies to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquiredacquired PROVIDED, that this subsection 8.13 shall not apply to secure (A) restrictions existing on the Obligations ordate hereof applicable to Indebtedness permitted under subsection 8.2(e) or other Indebtedness permitted under subsection 8.2 that impose restrictions analogous to those described in clause (B) below, in (B) restrictions applicable to Indebtedness or Capital Stock of a Person acquired by the case of Borrower or any Subsidiary Guarantoras in effect at the time of acquisition, its obligations under except if such restriction was incurred in connection with, or in contemplation of such acquisition or such restriction applies to the Guarantee and Collateral Agreement Borrower, any Subsidiary (other than the Person acquired) or the assets thereof (other than the assets of the Person so acquired) or any after-acquired property, (C) restrictions arising by reason of customary non-assignment or no-subletting clauses in leases or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; business and consistent with past practices, (gD) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company purchase money obligations or Capital Lease Obligations (or the assets of a Restricted Subsidiary of the Companyrefinancings thereof that impose no more restrictive restrictions) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into for property acquired in the ordinary course of business, business that impose restrictions of the nature described in clause (B) above solely on the property so acquired; (E) Permitted Liens on assets securing Indebtedness permitted hereunder and (lF) any restrictions with respect to a Subsidiary imposed pursuant to a binding agreement set forth in which has been entered into for the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 sale or any Permitted Refinancing thereof disposition (including successive refinancingsby merger or consolidation) so long as of all or substantially all of the Capital Stock or assets of such provisions are not materially more restrictive on the Company Subsidiary, provided that such restrictions apply solely to such Capital Stock or asset of such Subsidiary and its Restricted Subsidiaries than those contained in the Indebtedness refinancedsuch sale or disposition is otherwise permitted pursuant to this Agreement.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Parent or any Subsidiary Guarantor of its Restricted Subsidiaries that are Loan Parties to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) pursuant to any agreement or instrument in effect at or entered into on the Closing Date, this Agreement and Agreement, the other Loan Documents and any related documents, the Term Loan Documents and, on and after the execution and delivery thereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents; ; (b) any Lien arising pursuant to any Permitted Securitization Documentsagreement governing or relating to Indebtedness and/or other obligations and liabilities, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise each case secured by a Lien permitted hereby by Subsection 8.14 (in the which case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation restriction shall only be effective against the assets financed thereby and subject to such Lien, except as may otherwise be permitted under this Subsection 8.8); (c) pursuant to any agreement or instrument of a Person, or relating to Indebtedness (including any Guarantee Obligation in respect thereto) or Capital Stock of a Person, which Person is acquired by or merged or consolidated or amalgamated with or into the Parent or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent, or any Restricted Subsidiary in connection with an acquisition from such Person or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, as in effect at the time of such acquisition, merger, consolidation, amalgamation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation, amalgamation or transaction), provided that for purposes of this Subsection 8.8(c), if a Person other than a Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; (d) pursuant to any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any Permitted agreement or instrument referred to in Subsection 8.8(a) or 8.8(c) or this Subsection 8.8(d) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing of purchase money Indebtedness Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Permitted Acquisition Indebtedness, shall be no more restrictive, Amendment taken as a whole, whole are not materially less favorable to the Lenders than that encumbrances and restrictions contained in the relevant refinanced agreementInitial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower Representative); ; (fi) pursuant to any agreement or instrument that restricts in a customary manner the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of a Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) pursuant to mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Parent or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the assignment of leasesproperty or assets so acquired, licenses and contracts (vi) pursuant to any agreement with customers or suppliers entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided business that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary impose restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts or inventory, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of businessbusiness (including but not limited to leases and licenses) or in joint venture and other similar agreements, or in shareholder, partnership, limited liability company and other similar agreements in respect of non-Wholly Owned Restricted Subsidiaries, (lviii) restrictions that arise or are agreed to in the ordinary course of business and do not detract from the value of property or assets of the Parent or any Restricted Subsidiary in any manner material to the Parent or such Restricted Subsidiary, or (ix) pursuant to Interest Rate Agreements, Hedging Agreements or other Permitted Hedging Arrangements or under Bank Products Agreements; (f) pursuant to any agreement set forth in the documentation governing or instrument (i) relating to any Indebtedness outstanding on permitted to be incurred subsequent to the Closing Date pursuant to Subsection 8.13, (x) if the encumbrances and set forth on Schedule 7.12 restrictions contained in any such agreement or any Permitted Refinancing thereof (including successive refinancings) so long instrument taken as such provisions a whole are not materially more restrictive on less favorable to the Company Lenders than the encumbrances and its Restricted Subsidiaries than those restrictions contained in the Initial Agreements (as determined in good faith by the Borrower Representative), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower Representative) and either (1) the Borrower Representative determines in good faith that such encumbrance or restriction will not materially affect the ability of the Loan Parties to create and maintain the Liens on the ABL Priority Collateral pursuant to the Security Documents and make principal or interest payments on the Term Loans or (2) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, or (ii) relating to any sale of receivables by or Indebtedness refinancedof a Foreign Subsidiary; (g) pursuant to any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.14; (h) pursuant to any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; and (i) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary.

Limitation on Negative Pledge Clauses. Enter into into, or suffer permit to exist or become effective exist, with any Person any agreement that which effectively prohibits or limits the ability of the Company or any Subsidiary Guarantor a Loan Party to create, incur, assume or suffer to exist any Lien upon or otherwise transfer any interest in any of its material Property property, assets or revenuesrevenues as Collateral, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) this Agreement and the other Loan Documents; Agreement; (b) any Lien arising pursuant to any Permitted Securitization the Loan Documents, ; (c) documentation governing Credit Agreement Refinancing Debt or agreements evidencing Indebtedness permitted to be incurred under Section 7.02(j); 8.2(c) and (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreementg), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)any industrial revenue bonds, (e) any agreements governing any purchase money Liens (security interests or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise Financing Leases permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby thereby); (d) leases, contracts and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary agreements containing restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; ; (ge) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in licensing agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under management agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreementsrestricting assignment, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (f) joint venture agreements containing customary and standard provisions regarding ownership and distribution of the assets or equity interests of such joint venture; (g) agreements that neither restrict the Agents’ or any Secured Party’s ability to obtain first priority liens on Collateral included in the Borrowing Base or in the calculation of Eligible Acquisition Asset Value nor restrict in any material respect the Agents’ or any Secured Party’s ability to exercise the remedies available to them under applicable Law and the Security Documents, subject to Liens permitted hereunder; provided that in no event shall such agreements restrict the payment of the Loans and other Obligations; (h) agreements entered into by a Loan Party with a third party customer or supplier of such Loan Party in the ordinary course of business with respect to a transaction that places restrictions on a portion of the cash of such Loan Party in an amount reasonably related to the amount of such transaction on terms consistent with the past practice of such Loan Party; (i) Materials Handling Contracts and other agreements entered into in the ordinary course of business with commodity storage, transportation and/or processing facilities that prohibit Liens on the commodities that are the subject thereof and which shall not be included in the Borrowing Base; (j) Commodity Contracts and Financial Hedging Agreements not included in the Borrowing Base and containing restrictions on the assignment thereof; provided that, for the avoidance of doubt, to the extent any such prohibition, restriction or limitation is ineffective as a matter of law, the account receivable deriving from or the proceeds of such contract or agreement may be included in the Borrowing Base; (k) agreements purporting to prohibit the existence of any Liens upon, or transferring of any interest in, any Excluded Asset (as such term is defined in the Security Agreement); (l) any agreement set forth agreements with respect to assets not included in the documentation governing Indebtedness Borrowing Base, the aggregate value of such assets at any one time outstanding on the Closing Date and set forth on Schedule 7.12 not to exceed $5,000,000; and (m) agreements relating to or arising out of any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedContango Facility.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Loan Party to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the any Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; Documents and except to the extent that any such agreement (a) exists as of the Closing Date or is a modification, amendment, restatement, replacement, refinancing, renewal or extension thereof, (b) is assumed by Holdings, the Borrower or any Lien arising pursuant to of its Subsidiaries in connection with any Permitted Securitization DocumentsAcquisition permitted in Section 6.8 or is binding on any Subsidiary at the time such Person becomes a Subsidiary (provided that such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary), (c) documentation is an agreement governing Credit Agreement Refinancing Debt Indebtedness permitted by Section 6.2 or Indebtedness incurred under Section 7.02(j); any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)[reserved], (e) any agreements is an agreement governing any purchase money Liens non-Wholly Owned Subsidiary or joint venture or a Contractual Obligation of any non-Wholly Owned Subsidiary or joint venture, (f) relates to cash or other deposits (including escrowed funds) received by Holdings, the Borrower or any Permitted Refinancing in respect thereof of its Subsidiaries or (including successive refinancings)g) relates to assets subject to Liens permitted by Sections 6.3(c), Capital Lease Obligations 6.3(d), 6.3(e), 6.3(f), 6.3(g), 6.3(h), 6.3(i), 6.3(j) or Permitted Acquisition Indebtedness otherwise permitted hereby 6.3(l), provided that, (in i) to the case of Permitted Assumed Acquisition Indebtednessextent any such agreement is entered into after the Closing Date, any such prohibition or limitation shall only be effective against the assets financed thereby Property or Person (and its Subsidiaries) acquired in the case of any Permitted Refinancing of purchase money such Acquisition, securing such Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in is the relevant refinanced agreement); (f) customary restrictions on the assignment subject of such other leases, licenses subleases, licenses, sublicenses, agreements, contracts, deposits or liens and contracts entered into in the ordinary course of business; (gii) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only solely with respect to any non-Wholly Owned Subsidiary or joint venture, such prohibition or limitation shall only be effective against the assets Property, revenues or Capital Stock of Subsidiaries that are not such non-Wholly Owned Subsidiary Guarantors; (j) customary provisions in or joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedventure.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Parent Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries that are Loan Parties to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) any agreement or instrument in effect at or entered into on the Closing Date, this Agreement and Agreement, the other Loan Documents and any related documents, the Term Loan Documents; , the Senior Notes Debt Documents and, on and after the execution and delivery thereof, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents; (b) any agreement governing or relating to Indebtedness and/or other obligations and liabilities, in each case secured by a Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby by Subsection 8.14 (in the which case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation restriction shall only be effective against the assets financed thereby and subject to such Lien, except as may otherwise be permitted under this Subsection 8.8); (c) any agreement or instrument of a Person, or relating to Indebtedness (including any Guarantee Obligation in respect thereto) or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent Borrower, or any Restricted Subsidiary in connection with an acquisition from such Person or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation or transaction), provided that for purposes of this Subsection 8.8(c), if a Person other than a Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; (d) any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any Permitted agreement or instrument referred to in Subsections 8.8(a) or 8.8(c) or this Subsection 8.8(d) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing of purchase money Indebtedness Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Permitted Acquisition Indebtedness, shall be no more restrictive, Amendment taken as a whole, whole are not materially less favorable to the Lenders than that encumbrances and restrictions contained in the relevant refinanced agreementInitial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Parent Borrower); ; (fi) any agreement or instrument that restricts in a customary manner the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) any restriction by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Parent Borrower or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Borrower or any Restricted Subsidiary, (v) Purchase Money Obligations that impose encumbrances or restrictions on the assignment property or assets so acquired, (vi) agreement with customers or suppliers entered into in the ordinary course of leasesbusiness that impose restrictions with respect to cash or other deposits or net worth, licenses (vii) customary provisions contained in agreements and contracts instruments entered into in the ordinary course of business (including but not limited to leases and joint venture and other similar agreements entered into in the ordinary course of business; ), (viii) restrictions that arise or are agreed to in the ordinary course of business and does not detract from the value of property or assets of the Parent Borrower or any Restricted Subsidiary in any manner material to the Parent Borrower or such Restricted Subsidiary, (ix) obligations under Interest Rate Protection Agreements, Hedging Agreements or other Permitted Hedging Arrangements or under Bank Products Agreements, or (x) Related Corporation Contracts; (f) any agreement or instrument (i) relating to any Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to Subsection 8.13, (x) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Parent Borrower), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Parent Borrower) and either (1) the Parent Borrower determines in good faith that such encumbrance or restriction will not materially affect the Parent Borrower’s ability to create and maintain the Liens on the ABL Priority Collateral pursuant to the Security Documents and make principal or interest payments on the Term Loans or (2) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, or (ii) relating to any sale of receivables by a Foreign Subsidiary; (g) any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in effect at the time any Person becomes event that a Restricted Subsidiary Lien is granted for the benefit of the Company; provided that such agreement was not entered into in contemplation of such Lenders another Person becoming shall also receive a Restricted Subsidiary of the Company; Lien, which Lien is permitted by Subsection 8.14; (h) customary any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions and conditions contained in agreements relating with respect to such Person, Capital Stock, property or assets pending the sale closing of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such saledisposition; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; and (i) restrictions under agreements evidencing by reason of any applicable law, rule, regulation or governing order, or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to required by any regulatory authority having jurisdiction over the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 Parent Borrower or any Permitted Refinancing thereof Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (including successive refinancingsor the status of any Subsidiary of such Restricted Subsidiary) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinanceda Captive Insurance Subsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Parent Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries that are Loan Parties to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) any agreement or instrument in effect at or entered into on the Third Amendment Effective Date, this Agreement and Agreement, the other Loan Documents and any related documents, the Term Loan Documents; , the Senior Notes Debt Documents and, on and after the execution and delivery thereof, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents; (b) any agreement governing or relating to Indebtedness and/or other obligations and liabilities, in each case secured by a Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby by Subsection 8.14 (in the which case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation restriction shall only be effective against the assets financed thereby and subject to such Lien, except as may otherwise be permitted under this Subsection 8.8); (c) any agreement or instrument of a Person, or relating to Indebtedness (including any Guarantee Obligation in respect thereto) or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent Borrower, or any Restricted Subsidiary in connection with an acquisition from such Person or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation or transaction), provided that for purposes of this Subsection 8.8(c), if a Person other than a Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; (d) any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any Permitted agreement or instrument referred to in Subsections 8.8(a) or 8.8(c) or this Subsection 8.8(d) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing of purchase money Indebtedness Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Permitted Acquisition Indebtedness, shall be no more restrictive, Amendment taken as a whole, whole are not materially less favorable to the Lenders than that encumbrances and restrictions contained in the relevant refinanced agreementInitial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Parent Borrower); ; (fi) any agreement or instrument that restricts in a customary manner (as determined in good faith by the Parent Borrower) the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) any restriction by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Parent Borrower or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) customary provisions (as determined in good faith by the Parent Borrower) restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Borrower or any Restricted Subsidiary, (v) Purchase Money Obligations that impose encumbrances or restrictions on the assignment of leasesproperty or assets so acquired, licenses and contracts (vi) agreement with customers or suppliers entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided business that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary impose restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed worth, (vii) pursuant to customary provisions (as determined in good faith by customers under contracts the Parent Borrower) contained in agreements and instruments entered into in the ordinary course of businessbusiness (including but not limited to leases and licenses) or in joint venture and other similar agreements, or in shareholder, partnership, limited liability company and other similar agreements in respect of non-Wholly Owned Restricted Subsidiaries, (lviii) restrictions that arise or are agreed to in the ordinary course of business and does not detract from the value of property or assets of the Parent Borrower or any Restricted Subsidiary in any manner material to the Parent Borrower or such Restricted Subsidiary, (ix) Interest Rate Protection Agreements, Hedging Agreements or other Permitted Hedging Arrangements or under Bank Products Agreements, or (x) Related Corporation Contracts; (f) any agreement set forth or instrument (i) relating to any Indebtedness permitted to be incurred subsequent to the Third Amendment Effective Date pursuant to Subsection 8.13, (x) if the encumbrances and restrictions contained in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 any such agreement or any Permitted Refinancing thereof (including successive refinancings) so long instrument taken as such provisions a whole are not materially more restrictive on less favorable to the Company Lenders than the encumbrances and its Restricted Subsidiaries than those restrictions contained in the Initial Agreements (as determined in good faith by the Parent Borrower), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Parent Borrower) and either (1) the Parent Borrower determines in good faith that such encumbrance or restriction will not materially affect the Parent Borrower’s ability to create and maintain the Liens on the ABL Priority Collateral pursuant to the Security Documents and make principal or interest payments on the Term Loans or (2) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, or (ii) relating to any sale of receivables by or Indebtedness refinancedof a Foreign Subsidiary; (g) any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.14; (h) any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; and (i) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; Documents and the Term Loan Documents or any Guarantee Obligations in respect of any of the foregoing; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness (as defined in the Term Loan Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Incremental Revolving Commitments, any Replacement Facility (as defined in the Term Loan Credit Agreement as in effect on the date hereof), any Permitted Debt Exchange Notes (as defined in the Term Loan Credit Agreement as in effect on the date hereof) or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness); (c) any agreements governing any Indebtedness permitted under Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof); (d) any agreements governing Indebtedness of any Permitted Refinancing of purchase money Indebtedness Excluded Subsidiary permitted under Section 6.2 (in which case, any such prohibition or Permitted Acquisition Indebtedness, limitation shall only be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or effective against the assets of a Restricted such Excluded Subsidiary and its Subsidiaries); Table of Contents (e) any agreements governing Indebtedness permitted under Section 6.2(g) (in which case any such prohibition shall only be effective against the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is assets permitted to be sold (or whose assets are subject to be soldLiens permitted under Section 6.3(k) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinanced.proceeds thereof);

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Incremental Facility Amendment permitted hereby), the other Loan Documents; Documents and the First Lien Loan Documents (b) any in the case of the First Lien arising pursuant to any Permitted Securitization Loan Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to as in effect as of the extent such provisions are not more restrictive than customary market terms date hereof, except for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunderIncremental Facility Amendment), (eb) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the First Lien Credit Agreement as in effect on the date hereof) any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the First Lien Credit Agreement as in effect on the date hereof), or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the assignment Borrower and its Restricted Subsidiaries of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement [reserved], (i) customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jm) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (kn) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and or (lo) restrictions imposed by any agreement set forth in the documentation governing Indebtedness outstanding on entered into after the Closing Date and set forth on Schedule 7.12 permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, the Borrower and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Parent Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries that are Loan Parties to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentABL Priority Collateral, other than than: (a) pursuant to any agreement or instrument in effect at or entered into on the Closing Date, this Agreement and Agreement, the other Loan Documents and any related documents, the Term Loan Documents; , the Senior Notes Documents, the ABL/Term Loan Intercreditor Agreement and, on and after the execution and delivery thereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents; (b) any Lien arising pursuant to any Permitted Securitization Documentsagreement governing or relating to Indebtedness and/or other obligations and liabilities, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise each case secured by a Lien permitted hereby by Subsection 8.14 (in the which case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation restriction shall only be effective against the assets financed thereby and subject to such Lien, except as may otherwise be permitted under this Subsection 8.8); (c) pursuant to any agreement or instrument of a Person, or relating to Indebtedness (including any Guarantee Obligation in respect thereto) or Capital Stock of a Person, which Person is acquired by or merged or consolidated or amalgamated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent Borrower, or any Restricted Subsidiary in connection with an acquisition from such Person or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, as in effect at the time of such acquisition, merger, consolidation, amalgamation or transaction (except to the extent that such Indebtedness was incurredIncurred to finance, or otherwise Incurred in connection with, such acquisition, merger, consolidation, amalgamation or transaction), provided that for purposes of this Subsection 8.8(c), if a Person other than a Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; (d) pursuant to any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness incurredIncurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any Permitted agreement or instrument referred to in Subsection 8.8(a) or 8.8(c) or this Subsection 8.8(d) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing of purchase money Indebtedness Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Permitted Acquisition Indebtedness, shall be no more restrictive, Amendment taken as a whole, whole are not materially less favorable to the Lenders than that encumbrances and restrictions contained in the relevant refinanced agreementInitial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower Representative, which determination shall be conclusive); ; (fe) (i) pursuant to any agreement or instrument that restricts in a customary manner (as determined by the Parent Borrower in good faith, which determination shall be conclusive) the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of a Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) pursuant to mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Parent Borrower or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions (as determined by the Parent Borrower in good faith, which determination shall be conclusive) restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the assignment of leasesproperty or assets so acquired, licenses and contracts (vi) pursuant to any agreement with customers or suppliers entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided business that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary impose restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed or inventory, (vii) pursuant to customary provisions (as determined by customers under contracts the Parent Borrower in good faith, which determination shall be conclusive) contained in agreements and instruments entered into in the ordinary course of businessbusiness (including but not limited to leases and licenses) or in joint venture and other similar agreements, or in shareholder, partnership, limited liability company and other similar agreements in respect of non-Wholly Ownednon-wholly owned Restricted Subsidiaries, (lviii) restrictions that arise or are agreed to in the ordinary course of business and do not detract from the value of property or assets of the Parent Borrower or any Restricted Subsidiary in any manner material to the Parent Borrower or such Restricted Subsidiary, or (ix) pursuant to Interest Rate Agreements, Hedging Agreements or other Permitted Hedging Arrangements or under Bank Products Agreements; or (x) that arises under the terms of documentation governing any factoring agreement or any similar arrangements that in the good faith determination of the Parent Borrower, which determination shall be conclusive, are necessary or appropriate to effect such factoring agreement or similar arrangements; (f) pursuant to any agreement set forth in the documentation governing or instrument (i) relating to any Indebtedness outstanding on permitted to be incurredIncurred subsequent to the Closing Date pursuant to Subsection 8.13, (x) if the encumbrances and set forth on Schedule 7.12 restrictions contained in any such agreement or any Permitted Refinancing thereof (including successive refinancings) so long instrument taken as such provisions a whole are not materially more restrictive on less favorable to the Company Lenders than the encumbrances and its Restricted Subsidiaries than those restrictions contained in the Initial Agreements (as determined in good faith by the Borrower Representative, which determination shall be conclusive), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower Representative, which determination shall be conclusive) and either (1) the Borrower Representative determines in good faith, which determination shall be conclusive, that such encumbrance or restriction will not materially affect the Parent Borrower’s ability to create and maintain the Liens on the ABL Priority Collateral pursuant to the Security Documents and make principal or interest payments on the Term Loans or (2) such encumbrance or restriction applies only if a default occurs under a circumstance described in Subsection 9.1(f) or in respect of a payment or financial covenant relating to such Indebtedness, or (ii) relating to any sale of receivables by or Indebtedness refinancedof a Foreign Subsidiary; (g) pursuant to any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.14; (h) pursuant to any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; and (i) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , the Term Loan Credit Facility Documents (as in effect as of the date hereof, except for any Permitted Amendment (as defined in the Term Loan Credit Agreement)), or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility (as defined in the Term Loan Credit Agreement as in effect on the date hereof), any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing of purchase money Indebtedness Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or Permitted Acquisition Indebtedness, limitation shall only be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or effective against the assets of a Restricted such Excluded Subsidiary of and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is assets permitted to be sold (or whose assets are subject to be soldLiens permitted by Section 6.3(k) and such sale is permitted hereunder; the proceeds thereof), (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jf) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements that restrict transfer of assets of, or equity interests in, joint ventures (kincluding the CP&P Joint Venture as in effect on the date hereof), (g) restrictions on cash licenses or other deposits or net worth imposed sublicenses by customers under contracts entered into any Group Member of Intellectual Property in the ordinary course of businessbusiness or consistent with past practice (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), and (lh) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof customary provisions (including successive refinancingscustomary net worth provisions) so long as such provisions are not materially more restrictive on in leases, subleases, licenses and sublicenses that restrict the Company transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and its Restricted Subsidiaries than those contained in the Indebtedness refinanced.limitations arising by operation of law,

Limitation on Negative Pledge Clauses. Enter into with any Person any agreement, other than (a) this Agreement and the other Loan Documents or suffer to exist Financing Leases permitted by this Agreement (in which cases, any prohibition or become limitation shall only be effective any agreement that against the assets financed thereby), which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was the foregoing shall not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; apply to (hi) restrictions and conditions imposed by law, (ii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) permitted hereunder pending such sale; , provided such restrictions and or conditions apply only to the Restricted Subsidiary of the Company that is to be sold sold, (or whose assets are to be sold) and such sale is permitted hereunder; (iiii) restrictions under agreements evidencing or governing or otherwise conditions imposed by any agreement relating to secured Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that permitted hereunder if such restrictions are applicable or conditions apply only with respect to the property or assets of Subsidiaries that are not Subsidiary Guarantors; securing such Indebtedness and (jiv) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements leases and other similar agreements; contracts restricting the assignment thereof. Limitation on Lines of Business. Enter into any lines of business, either directly or through any Subsidiary, except for those engaged in on the Closing Date. Hedging Agreements. Enter into any Hedging Agreement, except (ka) restrictions on cash Hedging Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other deposits than those in respect of Capital Stock of the Borrower or net worth imposed by customers under contracts any of its Subsidiaries) and (b) Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 Borrower or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedSubsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) the Senior Subordinated Note Indenture and any Lien arising pursuant to any Permitted Securitization Documentsagreements governing Indebtedness permitted by Sections 7.2(f) and (i), (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions agreements are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially no more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Senior Subordinated Note Indenture, (ec) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case thereby), (d) any agreements governing Indebtedness of any Permitted Refinancing of purchase money Indebtedness Excluded Foreign Subsidiary permitted by Section 7.2(h) (in which case, any such prohibition or Permitted Acquisition Indebtedness, limitation shall only be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or effective against the assets of a Restricted such Excluded Foreign Subsidiary of and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 7.2(g) (in which case any such prohibition shall only be effective against the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is assets permitted to be sold subject to Liens permitted by Section 7.3(k)), (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jf) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements that restrict transfer of assets of, or equity interests in, joint ventures, (kg) restrictions on cash licenses or other deposits or net worth imposed sublicenses by customers under contracts entered into the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of businessbusiness (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.13(h) and (li) any agreement set forth provisions in leases that restrict the documentation governing Indebtedness outstanding on transfer of such lease by the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedlessee.

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt agreements relating to Property encumbered by Liens permitted by subsection 12.3 as long as such agreements apply only to the Property encumbered by such Liens, any inventory or Indebtedness incurred under Section 7.02(j); goods, the sale of which may give rise to a "Receivable" (as such term is defined in the Permitted Receivables Agreement) or the assignment of any right to receive income in respect of such inventory or goods, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by subsection 12.2 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary, (h) agreements with suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Parent, Holdings, the Borrower or any Subsidiary Guarantor of its Class I Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than than: (a) this Agreement and the other Loan Documents; ; (b) any Lien arising pursuant to any Permitted Securitization Documents, the Senior Subordinated Note Indentures and the Change of Control Debt Agreements; (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); the Senior Discount Note Indenture; (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and thereby); (e) in connection with any Lien permitted under Section 7.3(b), (f), (g), (i), (k), (m) or (o) or any document or instrument governing any such Lien, provided that such prohibition or limitation shall only be effective against the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); assets subject to such Lien; (f) pursuant to customary restrictions on and conditions contained in any agreement related to the assignment sale of any property permitted under Section 7.5, pending the consummation of such sale, provided that such prohibition or limitation shall only be effective against the assets to be sold; (g) leases, licenses and contracts other agreements entered into in the ordinary course of business; business (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; other than for Indebtedness); (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture corporate charters, bylaws, stockholders agreements, partnership agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts agreements entered into in connection with Investments permitted by Section 7.8 and negotiated in good faith and not with the ordinary course purpose of business, and avoiding the restrictions of this Section; and (li) any agreement set forth agreements governing the Peso Subfacility or the Third-Party Peso Loans otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective in respect of the documentation governing Indebtedness outstanding on the Closing Date Capital Stock and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its assets of Class II Restricted Subsidiaries than those contained in the Indebtedness refinancedSubsidiaries).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Finance Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than than: (a) this Agreement and the other Loan Documents; ; (b) customary provisions restricting assignment of any Lien arising pursuant to any Permitted Securitization Documents, agreement entered in the ordinary course of business; (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby thereby); (d) software and in other Intellectual Property licenses pursuant to which the Borrower or such Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be, (in which case, any prohibition or limitation shall relate only to the assets subject of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreementapplicable license); ; (fe) customary restrictions on the assignment of leases, licenses and contracts entered into Contractual Obligations incurred in the ordinary course of business; business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation; (f) any agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries); (g) customary provisions in joint venture agreements and similar agreements that restrict the transfer of assets of, or equity interests in, Joint Ventures; (h) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.13; (i) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest; (j) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder; (k) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and Subsidiary; (l) any agreement restrictions imposed by applicable law; and (m) restrictions set forth in the documentation governing Indebtedness outstanding on related to the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedSpecified Letters of Credit.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement Negative Pledge that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Documents; , the Existing Credit Agreement and loan documents related thereto, (b) any Lien arising pursuant to any Permitted Securitization Documents, by operation of Requirements of Law; (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j)[reserved]; (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions single purpose entity limitations contained in charter documents for Subsidiaries that are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), Eligible Subsidiaries; (e) any agreements governing any purchase money Liens (customary provisions restricting subletting or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case assignment of any Permitted Refinancing lease governing a leasehold interest of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement)any Group Member; (f) customary restrictions on the provisions restricting assignment of leases, licenses and contracts any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; sale (provided that such restrictions and conditions apply only to the Restricted Subsidiary of the Company or assets that is are to be sold (or whose assets are to be sold) and such sale or other Disposition is permitted hereunder); (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jh) customary provisions in joint venture agreementsagreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, limited liability company operating agreements, partnership agreements, stockholders agreements or otherwise restricting transactions between the joint venture and other similar agreementsthe Borrower and its Subsidiaries; and (ki) restrictions on cash or other deposits conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or net worth imposed by customers under contracts entered into conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the ordinary course issuer of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedConsolidated Secured Debt.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsthe Senior Note Indenture, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case thereby), (d) any agreements evidencing a Receivable Financing Transaction permitted by Section 7.5(l), (e) any agreements of any Permitted Refinancing Foreign Subsidiary governing Indebtedness of purchase money Indebtedness such Foreign Subsidiary incurred pursuant to Section 7.2 (in which case, any prohibition or Permitted Acquisition Indebtednesslimitation shall only be effective against the assets of such Foreign Subsidiary and its Foreign Subsidiaries), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on any agreements with respect to any Subsidiary acquired in a transaction permitted by Section 7.8 (in which case, any prohibition or limitation shall only be effective against the assignment assets of leases, licenses such Subsidiary) and contracts entered into in the ordinary course of business; (g) any agreement in effect at agreements governing Indebtedness permitted by Section 7.2 incurred by the time Borrower or any Person becomes a Restricted Domestic Subsidiary of the Company; (provided that any such agreement was not entered into prohibition or limitation shall in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; any event permit Liens securing (i) restrictions the Indebtedness and other obligations under the Loan Documents (as such agreements evidencing or governing may be amended, including any amendment and restatement thereof, supplemented or otherwise relating modified from time to time, including by one or more agreements extending the maturity of, refinancing, replacing or otherwise restructuring, all or any portion of Indebtedness under such agreements or any successor or replacement agreements and whether by the same or any other agent, lender, or group of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that lenders), and any Guarantee Obligations in respect of such restrictions are applicable only with respect Indebtedness and other obligations, in an aggregate principal amount at least equal to the assets then aggregate of Subsidiaries the outstanding aggregate principal amount loans, face amount of outstanding letters of credit and then undrawn revolving credit commitments under the Facilities (including any refinancings, refundings, renewals or extensions thereof that are do not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in increase the ordinary course of businessprincipal amount thereof), and (lii) Hedge Agreements with any agreement set forth Lender or Lender Affiliate, and any Guarantee Obligations in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as respect of such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedHedge Agreements.

Limitation on Negative Pledge Clauses. Enter The Company will not, and will not permit any of its Recourse Subsidiaries to, enter into or suffer to exist or become effective any agreement that (other than the Loan Documents, the Senior Notes Indenture and documents related to the Existing Subordinated Loan or the Multi-Currency Credit Agreement or any permitted refinancing thereof) with any Person which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Recourse Subsidiaries to create, incur, assume or suffer to exist any Lien securing the Payment Obligations upon any of its material Property properties, assets or revenues, whether now owned or hereafter acquired; provided, however, that the foregoing shall not apply to: (a) any agreement to secure the Obligations orextent that such agreement is in connection with a Lien permitted by Section 11.3 and any such prohibitions or limitations apply only to the property encumbered by such Lien; (b) restrictions and conditions imposed by any Requirement of Law or under any documents relating to any Permitted Joint Venture; provided, however, that any such restrictions or conditions shall apply only to the property of Permitted Joint Ventures; (c) customary provisions in contracts or leases restricting the assignment or subleasing or sublicensing thereof; (d) licenses or contracts which by the terms of such licenses and contracts prohibit the granting of Liens on the rights contained therein; (e) restrictions and conditions that arise in connection with any sales, transfers and other dispositions permitted by Section 11.6; provided, however, that such restrictions and conditions shall apply only to the property subject to such sale, transfer or disposition; (f) the foregoing shall not apply to negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 11.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness or that expressly permits Liens for the benefit of the Agents and the Lenders with respect to the credit facilities established hereunder and the obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; and (g) (i) any agreement or restriction relating to the Acquired Business in effect on the Colomer Acquisition Closing Date (or relating to any other Subsidiary acquired after the date hereof in effect on the date of such acquisition) and (ii) any amendments, modifications, restatements and renewals of the agreements or restrictions referred to in clause (g)(i); provided that such amendments, modifications, restatements or renewals are, in the case good faith judgment of the Company, not any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) such restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedprior to such amendment, modification, restatement or renewal.

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt agreements relating to Property encumbered by Liens permitted by subsection 12.3 as long as such agreements apply only to the Property encumbered by such Liens, any inventory or Indebtedness incurred under Section 7.02(j); goods, the sale of which may give rise to a “Receivable” (as such term is defined in the Permitted Receivables Agreement) or the assignment of any right to receive income in respect of such inventory or goods, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by subsection 12.2 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary (other than the Capital Stock of such Foreign Subsidiary), (h) agreements with suppliers to the Company or affiliates of suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers or affiliates of such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company US Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Incremental Facility Amendment permitted hereby), the other Loan Documents; Documents and the Second Lien Loan Documents (b) any in the case of the Second Lien arising pursuant to any Permitted Securitization Loan Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to as in effect as of the extent such provisions are not more restrictive than customary market terms date hereof, except for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunderIncremental Facility Amendment), (eb) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the Second Lien Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement as in effect on the date hereof), or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the assignment US Borrower and its Restricted Subsidiaries of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement [Reserved], (i) customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jm) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (kn) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and or (lo) restrictions imposed by any agreement set forth in the documentation governing Indebtedness outstanding on entered into after the Closing Date and set forth on Schedule 7.12 permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the US Borrower, no more restrictive with respect to the US Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the US Borrower shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, the US Borrower and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor to createWestinghouse will not, incur, assume or suffer to exist any Lien upon and will not permit any of its Material Subsidiaries to, enter into any contractual obligation (a "Lien Restriction") in connection with the incurrence of Indebtedness for Borrowed Money which, with respect to any material Property asset of Westinghouse or revenuesany of its Material Subsidiaries, whether now owned would prohibit Westinghouse or hereafter acquired, to secure such Material Subsidiary from granting a Lien on such asset as collateral security for the Obligations obligations of Westinghouse hereunder or, in the case as applicable, a Guarantee of any such obligations by such Material Subsidiary Guarantor(collectively, its obligations under the Guarantee and Collateral Agreement or other Security Document"Credit Obligations"), other than except (a) this Agreement and the other Loan Documents; Lien Restrictions with respect to 55 50 any asset encumbered by a Lien permitted by Section 5.5, (b) any Lien arising pursuant Restrictions with respect to any Permitted Securitization Documentsasset (or any proceeds thereof) which are comparable to Lien Restrictions affecting such asset on the Closing Date, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth Lien Restrictions included in the documentation governing the terms of any Indebtedness outstanding on of any Person which is acquired by Westinghouse or any of its Material Subsidiaries after the Closing Date Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and set forth on Schedule 7.12 was not created in anticipation thereof and (d) Lien Restrictions in connection with securitizations or any Permitted Refinancing thereof (including successive refinancings) other transactions involving sales of receivables affecting only such receivables. It is understood that an "equal and ratable" clause shall not be deemed to constitute a Lien Restriction so long as such provisions are not materially more restrictive clause would permit the obligations entitled to the benefit of such clause and the applicable Credit Obligations to be secured by Liens on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedrelevant assets on a pari passu basis.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon on any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee Guaranty and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings))Liens, Capital Lease Obligations Obligations, EITF 97-10 Capital Lease Obligations, leases of Digital Cinema Equipment from any DCIP Entity or Permitted Acquisition Indebtedness other secured indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtednessthereby), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (gc) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that so long as such restrictions are applicable only with respect no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced) (in each case, to the assets extent such agreements do not conflict with the provisions of Subsidiaries that are not Subsidiary Guarantors; Section 5.9), (jd) customary nonassignment provisions in or other restrictions on Liens arising under leases, subleases, licenses, joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (le) any agreement exceptions set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those “Pledged Stock” definition contained in the Indebtedness refinancedGuaranty and Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not Restricted Subsidiaries, and (f) during the period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the UA Pass-Through Trust Documents.

Limitation on Negative Pledge Clauses. (a) Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, other than (A) this Agreement, (B) any such agreement with respect to (i) any Account Receivable Indebtedness permitted pursuant to subsection 7.2(u), (ii) any industrial revenue bonds, (iii) any purchase money mortgages and (iv) any Financing Leases permitted by this Agreement (in which cases, any prohibition or limitation shall be effective only against the assets financed thereby) and (C) any such agreement in respect of Permitted Specified Additional Debt or Outstanding Permitted Line of Credit Indebtedness, as the case may be, but only to the extent that such Indebtedness is permitted pursuant to subsection 7.2 and such agreements comply with subsection 7.15(b); or (b) enter into any agreement with respect to Permitted Specified Additional Debt or Outstanding Permitted Line of Credit Indebtedness, as the case may be, that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of Borrower to the Administrative Agent or any Subsidiary Guarantor, its obligations Lender hereunder or under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; Documents (bincluding, without limitation, any advances or extensions of credit made hereunder prior to or subsequent to the creation of such Lien) or to secure any Loan Party's obligations to the Administrative Agent or any Lender under any Loan Document to which it is a party, provided that the Borrower may enter into any such agreement which would permit any such Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (but only to the extent such provisions that the Permitted Specified Additional Debt and/or Outstanding Permitted Line of Credit Indebtedness, as the case may be, will be equally and ratably secured with any and all other obligations which are not more restrictive than customary market terms for Indebtedness secured in connection with the creation of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedLien.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , the Junior Lien Loan Documents and the ABL Loan Documents (in the case of the Junior Lien Loan Documents and the ABL Loan Documents, as in effect as of the date hereof, except for any Permitted Amendment (as defined in the Junior Lien Credit Agreement or the ABL Credit Agreement, as applicable)), or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the Junior Lien Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the Junior Lien Credit Agreement as in effect on the date hereof), any Replacement Facility, any Replacement Facility (as defined in the Junior Lien Credit Agreement as in effect on the date hereof) or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures (including the CP&P Joint Venture as in effect on the assignment date hereof), (g) licenses or sublicenses by any Group Member of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Mid-Holdings, no more restrictive with respect to Mid-Holdings or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Mid-Holdings shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, Mid-Holdings and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Documentapplicable Subsidiary Guaranty, other than (a) this Agreement and the other Loan Documents; , (b) the Senior Note Indenture (or the documentation in respect of any Lien arising pursuant to any Permitted Securitization Documentsexchange, refinancing, extension or renewal of the Senior Note Indebtedness permitted by Section 6.02(d)(ii)), (c) documentation governing Credit Agreement Refinancing Debt any agreements entered into by a Receivables Transfer Subsidiary in respect of its assets or Indebtedness incurred under Section 7.02(j); property, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby thereby) and shall be limited by the provisions of Section 6.02(i), (e) any restrictions regarding encumbrances on property leased by the Borrower or a Subsidiary contained in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in documents relating to the relevant refinanced agreement); lease, (f) customary restrictions on in an agreement for the assignment purchase or acquisition of leasesAccounts or credit card accounts otherwise permitted hereunder, licenses and contracts entered into in that (i) prior to the ordinary course agreed-to purchase or acquisition of business; Accounts or credit card accounts, restricts the right of the Borrower or Subsidiary party thereto to assign or otherwise transfer its rights under such agreement or (ii) after the agreed-to purchase or acquisition of Accounts or credit card accounts, restricts the right of the Borrower or Subsidiary party thereto to assign or transfer any surviving indemnification rights under such agreement, (g) any agreement in effect at restrictions on encumbrances on property imposed by applicable requirements of law, the time OCC Agreement or by any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Bank Regulatory Authority and (h) customary the restrictions and conditions contained in agreements relating applicable to the sale of MWSF Regulatory Compliance Account (as defined in Section 5.12 hereof), provided that the Borrower shall not, nor shall it permit or cause any Subsidiary to, grant a Restricted Subsidiary of Lien on the Company (MWSF Regulatory Compliance Account or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only any properxx xx xxxxxxt therein or credited thereto, except to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Collateral Agent to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements extent permitted by applicable laws and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedregulations.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising agreement of any Person which becomes a Subsidiary of the Company or to which the Company or any Subsidiary becomes subject after the date hereof in connection with a Permitted Acquisition, which agreement was not created in anticipation thereof, including, but not limited to, any such agreement governing acquired Indebtedness permitted under subsection 7.2(d), provided that any agreement so permitted in accordance with this clause (b) shall apply only to the property or assets acquired, directly or indirectly, by the Company pursuant to any such Permitted Securitization DocumentsAcquisition, (c) documentation governing Credit Agreement Refinancing Debt agreements that restrict in a customary manner the subletting, assignment or Indebtedness incurred under Section 7.02(j); transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such customary provisions are not more restrictive than customary market terms for Indebtedness restricting dispositions of such type (and real property interests set forth in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)easement or similar agreements, (e) agreements in connection with the sale or disposition of any agreements governing any purchase money Liens assets of the Company or the sale or disposition of a Subsidiary (or any Permitted Refinancing in respect thereof (including successive refinancings)of its property or assets), Capital Lease Obligations in any such case as permitted under this Agreement, pending the closing of such sale or Permitted Acquisition Indebtedness otherwise disposition, (f) any industrial revenue bonds, purchase money mortgages or Financing Leases permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby thereby) and (g) agreements governing Indebtedness permitted to be incurred pursuant to subsection 7.2 which contain only restrictions customary for such type of Indebtedness, including agreements creating Liens permitted to be incurred pursuant to subsection 7.3, provided that, in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that agreement described in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; this clause (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that ), such agreement was does not entered into prohibit or limit in contemplation any manner the ability of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of Intermediate Holdings, the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive of its Subsidiaries to create, incur, assume or suffer to exist any Lien securing any Obligations on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedany Collateral.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries (other than any Excluded Subsidiaries) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) (i) this Agreement and Agreement, the other Loan Documents; Documents and any related documents, and (ii) the Existing Note Indentures, the Existing Notes and any related documents, (b) any Lien arising pursuant to industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations Transaction or Permitted Acquisition Indebtedness otherwise Receivables Transaction permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case or acquired thereby) or operating leases of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts real property entered into in the ordinary course of business; , (gc) any agreement instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time any Person becomes a Restricted Subsidiary of such acquisition (except to the Company; provided that extent such agreement Indebtedness was not entered into incurred or encumbrance or restriction was created in connection with or in contemplation of such Person becoming a Restricted Subsidiary acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company; Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by subsection 8.2(h) above, (d) customary non-assignment provisions in leases, licenses and commercial contracts that are entered into in the ordinary cause of business and do not pertain to Indebtedness, (e) restrictions imposed on cash, cash equivalents or securities that are subject to escrow or deposit arrangements arising under leases and commercial contracts that are entered into in the ordinary course of business and do not pertain to Indebtedness, (f) purchase money obligations or capital lease obligations for property or assets acquired or leased in transactions otherwise permitted hereby that impose restrictions against Liens on such property or assets (in which case, any prohibition or limitation shall only be effective against such property or assets and property and assets reasonably related thereto and proceeds thereof), (g) restrictions or conditions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2 of Restricted Subsidiaries any Subsidiary that are is not Subsidiary Guarantors(and is not required to become) a Loan Party; provided that such restrictions are applicable relate only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; such Subsidiary, (ji) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders and similar agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into restricting the granting of Liens in the ordinary course Capital Stock of business, and such joint venture entity (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such Person is not a Loan Party or a Subsidiary), (j) provisions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsections 8.2(c), (d) or (e), to the extent the prohibitions or limitations related to such Indebtedness, taken as a whole, are not materially more restrictive on the Company with respect to such prohibitions and its Restricted Subsidiaries limitations, taken as a whole, than those contained set forth in this Agreement, the other Loan Documents and any related documents, or to the extent requiring that such Indebtedness be secured ratably with any Liens securing the Indebtedness refinancedunder this Agreement, and (k) any prohibitions or limitations that arise in connection with any Disposition permitted by subsection 8.5 or 8.6 and relate solely to the asset or Person subject to such Disposition.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , the Senior Lien Loan Documents and the ABL Loan Documents (in the case of the Senior Lien Loan Documents and the ABL Loan Documents, as in effect as of the date hereof, except for any Permitted Amendment (as defined in the Senior Lien Credit Agreement or the ABL Credit Agreement, as applicable)), or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the Senior Lien Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the Senior Lien Credit Agreement as in effect on the date hereof), any Replacement Facility, any Replacement Facility (as defined in the Senior Lien Credit Agreement as in effect on the date hereof) or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures (including the CP&P Joint Venture as in effect on the assignment date hereof), (g) licenses or sublicenses by any Group Member of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Mid-Holdings, no more restrictive with respect to Mid-Holdings or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Mid-Holdings shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, Mid-Holdings and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under agreements relating to Property encumbered by Liens permitted by Section 7.02(j); 11.4 as long as such agreements apply only to the Property encumbered by such Liens, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by Section 11.3 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary, (h) agreements with suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company US Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Incremental Facility Amendment permitted hereby), the other Loan Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the assignment US Borrower and its Restricted Subsidiaries of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement [reserved], (i) customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jm) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (kn) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and or (lo) restrictions imposed by any agreement set forth in the documentation governing Indebtedness outstanding on entered into after the Closing Date and set forth on Schedule 7.12 permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the US Borrower, no more restrictive with respect to the US Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the US Borrower shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, the US Borrower and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. (a) . Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; Documents and the ABL Loan Documents or any Guarantee Obligations in respect of any of the foregoing; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Incremental Revolving Commitments, any Replacement Facility, any Permitted Debt Exchange Notes or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness); (c) any agreements governing any Indebtedness permitted under Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof); (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted under Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries); (e) any agreements governing Indebtedness or Permitted Acquisition Indebtedness, permitted under Section 6.2(g) (in which case any such prohibition shall only be no more restrictive, taken as a whole, than that in effective against the relevant refinanced agreementassets permitted to be subject to Liens permitted under Section 6.3(k) and the proceeds thereof); ; (f) customary restrictions on the assignment provisions in joint venture agreements and similar agreements that restrict transfer of leasesassets of, or equity interests in, joint ventures; (g) licenses and contracts entered into or sub-licenses by any Group Member of Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto); (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sub-licenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sub-licensee; (i) prohibitions and limitations arising by operation of law; (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary; (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted under Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition; (jl) customary provisions contained in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; an agreement restricting assignment of such agreement entered into in the ordinary course of business; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, ; (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.10; (o) restrictions created in connection with any Permitted Receivables Financing or Qualified Securitization Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Permitted Receivables Financing or Qualified Securitization Facility (in which case any such restrictions shall only be effective against the applicable Permitted Receivables Financing Assets or Qualified Securitization Assets securing such Permitted Receivables Financing or Qualified Securitization Facility, as the case may be); (p) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Permitted Refinancing Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (including successive refinancingsq) any encumbrance or restriction with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any Restricted Subsidiary other than the assets and property of such Restricted Subsidiary; or (r) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of the Borrower, the Borrower and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries (other than any Receivables Subsidiaries and any Foreign Subsidiaries or Subsidiaries of either thereof) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and Agreement, the other Loan Documents; Documents and any related documents, (b) any Lien arising pursuant agreements with respect to Machinery Financing Indebtedness permitted under this Agreement and any Permitted Securitization Documentsrelated documents (in which case, any prohibition or limitation shall only be effective against the packaging machinery financed with such Machinery Financing Indebtedness and assets reasonably related thereto and proceeds thereof), (c) documentation governing Credit Agreement Refinancing Debt any industrial revenue or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement)development bonds, so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise Receivables Transaction permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case or acquired thereby) or operating leases of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts real property entered into in the ordinary course of business, (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or encumbrance or restriction was created in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by subsection 8.2(h) above, (e) customary non-assignment provisions in leases, licenses and commercial contracts that are entered into in the ordinary cause of business and do not pertain to Indebtedness, (f) restrictions imposed on cash, cash equivalents or securities that are subject to escrow or deposit arrangements arising under leases and commercial contracts that are entered into in the ordinary course of business and do not pertain to Indebtedness, and (lg) purchase money obligations or capital lease obligations for property or assets acquired or leased in transactions otherwise permitted hereby that impose restrictions against Liens on such property or assets (in which case, any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date prohibition or limitation shall only be effective against such property or assets and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company property and its Restricted Subsidiaries than those contained in the Indebtedness refinancedassets reasonably related thereto and proceeds thereof).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Parent Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries that are Loan Parties to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) pursuant to any agreement or instrument in effect at or entered into on the Closing Date, this Agreement and Agreement, the other Loan Documents; Documents and any related documents and, on and after the execution and delivery thereof, any applicable Intercreditor Agreement and any Intercreditor Agreement Supplement; (b) any Lien arising pursuant to any Permitted Securitization Documentsagreement governing or relating to Indebtedness or other obligations and liabilities, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise each case secured by a Lien permitted hereby by Subsection 8.14 (in the which case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation restriction shall only be effective against the assets financed thereby and subject to such Lien, except as may otherwise be permitted under this Subsection 8.8); (c) pursuant to any agreement or instrument of a Person, or relating to Indebtedness (including any Guarantee Obligation in respect thereto) or Capital Stock of a Person, which Person is acquired by or merged or consolidated or amalgamated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent Borrower, or any Restricted Subsidiary in connection with an acquisition from such Person or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, as in effect at the time of such acquisition, merger, consolidation, amalgamation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation, amalgamation or transaction), provided that for purposes of this Subsection 8.8(c), if a Person other than a Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; (d) pursuant to any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any Permitted agreement or instrument referred to in Subsections 8.8(a) through 8.8(m) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing of purchase money Indebtedness Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Permitted Acquisition Indebtedness, shall be no more restrictive, Amendment taken as a whole, whole are not materially less favorable to the Lenders than that encumbrances and restrictions contained in the relevant refinanced agreementInitial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower Representative); ; (fe) (i) pursuant to any agreement or instrument that restricts in a customary manner the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of a Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) pursuant to mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Parent Borrower or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the assignment of leasesproperty or assets so acquired, licenses and contracts (vi) pursuant to any agreement with customers, suppliers or lessors entered into in the ordinary course of business; business that impose restrictions with respect to cash, Cash Equivalents, Marketable Securities or other deposits or net worth or inventory, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements, or in shareholder, partnership, limited liability company and other similar agreements in respect of non-Wholly Owned Subsidiaries, (viii) restrictions that arise or are agreed to in the ordinary course of business and do not detract from the value of property or assets of the Parent Borrower or any Restricted Subsidiary in any manner material to the Parent Borrower or such Restricted Subsidiary, or (ix) pursuant to Hedging Agreements or under Bank Products Agreements; (f) pursuant to any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to Subsection 8.13, if either (i) the Borrower Representative determines in good faith that such encumbrance or restriction will not materially affect the Parent Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the Security Documents or (ii) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (g) pursuant to any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in effect at the time event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.14; (h) pursuant to any Person becomes agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; (i) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent Borrower or any of its Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary; (j) any customary encumbrances or restrictions imposed pursuant to the EMEA JV or other Permitted Joint Ventures; (k) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary of the CompanySubsidiary; provided that such agreement was not entered into in contemplation anticipation of such Person the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Parent Borrower or any other Restricted Subsidiary of the Company (or other than the assets and property of a Restricted Subsidiary of the Companysuch Unrestricted Subsidiary; (l) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only provisions with respect to the assets receipt of Subsidiaries that a rebate on an operating lease until all obligations due to a lessor on other operating leases are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash satisfied or other deposits customary restrictions in respect of assets or net worth imposed contract rights acquired by customers under contracts entered into a Restricted Subsidiary in the ordinary course of business, connection with a sale and leaseback transaction; and (lm) any agreement set forth encumbrance or restriction of a Receivables Subsidiary effected in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as connection with a Qualified Receivables Financing; provided, however, that such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedrestrictions apply only to such Receivables Subsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Parent Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries that are Loan Parties to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than than: (a) pursuant to any agreement or instrument in effect at or entered into on the Closing Date, this Agreement and Agreement, the other Loan Documents and any related documents, the Term Loan Documents and, on and after the execution and delivery thereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents; ; (b) any Lien arising pursuant to any Permitted Securitization Documentsagreement governing or relating to Indebtedness and/or other obligations and liabilities, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise each case secured by a Lien permitted hereby by Subsection 8.14 (in the which case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation restriction shall only be effective against the assets financed thereby and subject to such Lien, except as may otherwise be permitted under this Subsection 8.8); (c) pursuant to any agreement or instrument of a Person, or relating to Indebtedness (including any Guarantee Obligation in respect thereto) or Capital Stock of a Person, which Person is acquired by or merged or consolidated or amalgamated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent Borrower, or any Restricted Subsidiary in connection with an acquisition from such Person or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, as in effect at the time of such acquisition, merger, consolidation, amalgamation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation, amalgamation or transaction), provided that for purposes of this Subsection 8.8(c), if a Person other than a Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; (d) pursuant to any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any Permitted agreement or instrument referred to in Subsection 8.8(a) or 8.8(c) or this Subsection 8.8(d) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing of purchase money Indebtedness Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Permitted Acquisition Indebtedness, shall be no more restrictive, Amendment taken as a whole, whole are not materially less favorable to the Lenders than that encumbrances and restrictions contained in the relevant refinanced agreementInitial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower Representative); ; (fe) (i) pursuant to any agreement or instrument that restricts in a customary manner the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of a Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) pursuant to mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Parent Borrower or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the assignment of leasesproperty or assets so acquired, licenses and contracts (vi) pursuant to any agreement with customers or suppliers entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided business that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary impose restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts or inventory, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of businessbusiness (including but not limited to leases and licenses) or in joint venture and other similar agreements, or in shareholder, partnership, limited liability company and other similar agreements in respect of non-Wholly Owned Restricted Subsidiaries, (lviii) restrictions that arise or are agreed to in the ordinary course of business and do not detract from the value of property or assets of the Parent Borrower or any Restricted Subsidiary in any manner material to the Parent Borrower or such Restricted Subsidiary, or (ix) pursuant to Interest Rate Agreements, Hedging Agreements or other Permitted Hedging Arrangements or under Bank Products Agreements; (f) pursuant to any agreement set forth in the documentation governing or instrument (i) relating to any Indebtedness outstanding on permitted to be incurred subsequent to the Closing Date pursuant to Subsection 8.13, (x) if the encumbrances and set forth on Schedule 7.12 restrictions contained in any such agreement or any Permitted Refinancing thereof (including successive refinancings) so long instrument taken as such provisions a whole are not materially more restrictive on less favorable to the Company Lenders than the encumbrances and its Restricted Subsidiaries than those restrictions contained in the Initial Agreements (as determined in good faith by the Borrower Representative), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower Representative) and either (1) the Borrower Representative determines in good faith that such encumbrance or restriction will not materially affect the Parent Borrower’s ability to create and maintain the Liens on the ABL Priority Collateral pursuant to the Security Documents and make principal or interest payments on the Term Loans or (2) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, or (ii) relating to any sale of receivables by or Indebtedness refinancedof a Foreign Subsidiary; (g) pursuant to any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.14; (h) pursuant to any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; and (i) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment provisions in joint venture agreements and similar agreements that restrict transfer of leasesassets of, or equity interests in, joint ventures, (g) licenses and contracts entered into or sublicenses by any Group Member of Intellectual Property in the ordinary course of business; business or consistent with past practice (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such US-DOCS\73723759.13 Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business or consistent with past practice, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness or consistent with past practice, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Parent, no more restrictive with respect to Parent or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Parent shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Parent and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under agreements relating to Property encumbered by Liens permitted by Section 7.02(j); 11.3 as long as such agreements apply only to the Property encumbered by such Liens, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by Section 11.2 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary, (h) agreements with suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Parent Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries that are Loan Parties to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentABL Priority Collateral, other than than: (a) pursuant to any agreement or instrument in effect at or entered into on the Closing Date, this Agreement and Agreement, the other Loan Documents and any related documents, the Term Loan Documents; , the Senior Notes Documents and, on and after the execution and delivery thereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents; (b) any Lien arising pursuant to any Permitted Securitization Documentsagreement governing or relating to Indebtedness and/or other obligations and liabilities, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise each case secured by a Lien permitted hereby by Subsection 8.14 (in the which case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation restriction shall only be effective against the assets financed thereby and subject to such Lien, except as may otherwise be permitted under this Subsection 8.8); (c) pursuant to any agreement or instrument of a Person, or relating to Indebtedness (including any Guarantee Obligation in respect thereto) or Capital Stock of a Person, which Person is acquired by or merged or consolidated or amalgamated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent Borrower, or any Restricted Subsidiary in connection with an acquisition from such Person or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, as in effect at the time of such acquisition, merger, consolidation, amalgamation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation, amalgamation or transaction), provided that for purposes of this Subsection 8.8(c), if a Person other than a Borrower is the Successor Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Borrower; (d) pursuant to any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any Permitted agreement or instrument referred to in Subsection 8.8(a) or 8.8(c) or this Subsection 8.8(d) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing of purchase money Indebtedness Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Permitted Acquisition Indebtedness, shall be no more restrictive, Amendment taken as a whole, whole are not materially less favorable to the Lenders than that encumbrances and restrictions contained in the relevant refinanced agreementInitial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower Representative, which determination shall be conclusive); ; (fe) (i) pursuant to any agreement or instrument that restricts in a customary manner (as determined by the Parent Borrower in good faith, which determination shall be conclusive) the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of a Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) pursuant to mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Parent Borrower or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions (as determined by the Parent Borrower in good faith, which determination shall be conclusive) restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the assignment of leasesproperty or assets so acquired, licenses and contracts (vi) pursuant to any agreement with customers or suppliers entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided business that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary impose restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed or inventory, (vii) pursuant to customary provisions (as determined by customers under contracts the Parent Borrower in good faith, which determination shall be conclusive) contained in agreements and instruments entered into in the ordinary course of businessbusiness (including but not limited to leases and licenses) or in joint venture and other similar agreements, or in shareholder, partnership, limited liability company and other similar agreements in respect of non-Wholly Owned Restricted Subsidiaries, (lviii) restrictions that arise or are agreed to in the ordinary course of business and do not detract from the value of property or assets of the Parent Borrower or any Restricted Subsidiary in any manner material to the Parent Borrower or such Restricted Subsidiary, or (ix) pursuant to Interest Rate Agreements, Hedging Agreements or other Permitted Hedging Arrangements or under Bank Products Agreements; (f) pursuant to any agreement set forth in the documentation governing or instrument (i) relating to any Indebtedness outstanding on permitted to be incurred subsequent to the Closing Date pursuant to Subsection 8.13, (x) if the encumbrances and set forth on Schedule 7.12 restrictions contained in any such agreement or any Permitted Refinancing thereof (including successive refinancings) so long instrument taken as such provisions a whole are not materially more restrictive on less favorable to the Company Lenders than the encumbrances and its Restricted Subsidiaries than those restrictions contained in the Initial Agreements (as determined in good faith by the Borrower Representative, which determination shall be conclusive), or (y) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower Representative, which determination shall be conclusive) and either (1) the Borrower Representative determines in good faith that such encumbrance or restriction will not materially affect the Parent Borrower’s ability to create and maintain the Liens on the ABL Priority Collateral pursuant to the Security Documents and make principal or interest payments on the Term Loans or (2) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, or (ii) relating to any sale of receivables by or Indebtedness refinancedof a Foreign Subsidiary; (g) pursuant to any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Subsection 8.14; (h) pursuant to any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; and (i) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries (other than any Receivables Subsidiaries and any Foreign Subsidiaries or Subsidiaries of either thereof) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and Agreement, the other Loan Documents; Documents and any related documents, (b) any Lien arising pursuant to industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations Transaction or Permitted Acquisition Indebtedness otherwise Receivables Transaction permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case or acquired thereby) or operating leases of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts real property entered into in the ordinary course of business; , (gc) any agreement instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time any Person becomes a Restricted Subsidiary of such acquisition (except to the Company; provided that extent such agreement Indebtedness was not entered into incurred or encumbrance or restriction was created in connection with or in contemplation of such Person becoming a Restricted Subsidiary acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company; Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by subsection 8.2(h) above, (d) customary non-assignment provisions in leases, licenses and commercial contracts that are entered into in the ordinary cause of business and do not pertain to Indebtedness, (e) restrictions imposed on cash, cash equivalents or securities that are subject to escrow or deposit arrangements arising under leases and commercial contracts that are entered into in the ordinary course of business and do not pertain to Indebtedness, (f) purchase money obligations or capital lease obligations for property or assets acquired or leased in transactions otherwise permitted hereby that impose restrictions against Liens on such property or assets (in which case, any prohibition or limitation shall only be effective against such property or assets and property and assets reasonably related thereto and proceeds thereof), (g) restrictions or conditions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2 of Restricted Subsidiaries any Subsidiary that are is not Subsidiary Guarantors(and is not required to become) a Loan Party; provided that such restrictions are applicable relate only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; such Subsidiary, (ji) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders and similar agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into restricting the granting of Liens in the ordinary course Capital Stock of business, such joint venture entity (so long as such Person is not a Loan Party or a Subsidiary) and (lj) provisions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2(e) requiring that such Indebtedness be secured ratably with any agreement Liens securing the Indebtedness under this Agreement including any such provisions as may be set forth in the documentation governing Indebtedness outstanding on the Closing Date documents and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedinstruments evidencing Partnership Transaction Assumed Indebtedness.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , the Senior Lien Term Loan Documents and the Junior Lien Term Loan Documents (in the case of the Senior Lien Term Loan Documents and the Junior Lien Term Loan Documents, as in effect as of the date hereof, except for any Permitted Amendment (as defined in the Senior Lien Credit Agreement or the Junior Lien Credit Agreement, as applicable)), or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness (as defined in the Senior Lien Credit Agreement or the Junior Lien Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Replacement Facility (as defined in the Senior Lien Credit Agreement or the Junior Lien Credit Agreement as in effect on the date hereof), any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures (including the CP&P Joint Venture as in effect on the assignment date hereof), (g) licenses or sublicenses by any Group Member of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Mid-Holdings, no more restrictive with respect to Mid-Holdings or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Mid-Holdings shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, Mid-Holdings and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , and the Term Loan Documents or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Incremental Facility (as defined in the Term Loan Credit Agreement as in effect on the date hereof), any Replacement Facility (as defined in the Term Loan Credit Agreement as in effect on the date hereof) or any Permitted Debt Exchange Notes or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect thereof of any of the foregoing (including successive refinancings)provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted under Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted under Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted under Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted under Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment provisions in joint venture agreements and similar agreements that restrict transfer of leasesassets of, or equity interests in, joint ventures, (g) licenses and contracts entered into or sub-licenses by any Group Member of Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sub-licenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sub-licensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted under Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.10, (o) [reserved], (p) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Permitted Refinancing Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary, (including successive refinancingsq) any encumbrance or restriction with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any Restricted Subsidiary other than the assets and property of such Restricted Subsidiary or (r) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of the Borrower and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter The Company will not, and will not permit any of its Recourse Subsidiaries to, enter into or suffer to exist or become effective any agreement that (other than the Loan Documents, the Senior Notes Indenture and documents related to the Existing Subordinated Loan or the Multi-Currency Credit Agreement or any permitted refinancing thereof) with any Person which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Recourse Subsidiaries to create, incur, assume or suffer to exist any Lien securing the Payment Obligations upon any of its material Property properties, assets or revenues, whether now owned or hereafter acquired; provided, however, that the foregoing shall not apply to: (a) any agreement to secure the Obligations orextent that such agreement is in connection with a Lien permitted by Section 11.3 and any such prohibitions or limitations apply only to the property encumbered by such Lien; (b) restrictions and conditions imposed by any Requirement of Law or under any documents relating to any Permitted Joint Venture; provided, however, that any such restrictions or conditions shall apply only to the property of Permitted Joint Ventures; (c) customary provisions in contracts or leases restricting the assignment or subleasing or sublicensing thereof; (d) licenses or contracts which by the terms of such licenses and contracts prohibit the granting of Liens on the rights contained therein; (e) restrictions and conditions that arise in connection with any sales, transfers and other dispositions permitted by Section 11.6; provided, however, that such restrictions and conditions shall apply only to the property subject to such sale, transfer or disposition; (f) the foregoing shall not apply to negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 11.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness or that expressly permits Liens for the benefit of the Agents and the Lenders with respect to the credit facilities established hereunder and the obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; and (g) (i) any agreement or restriction relating to the Acquired Business in effect on the Acquisition Term Loan Closing Date (or relating to any other Subsidiary acquired after the date hereof in effect on the date of such acquisition) and (ii) any amendments, modifications, restatements and renewals of the agreements or restrictions referred to in clause (g)(i); provided that such amendments, modifications, restatements or renewals are, in the case good faith judgment of the Company, not any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) such restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedprior to such amendment, modification, restatement or renewal.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that with any Person other than the Bank which prohibits or limits the its ability of the Company to create or any Subsidiary Guarantor to create, incur, assume or suffer permit to exist any Lien upon on any of its material Property or revenuesto secure the Liabilities, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness capital lease obligations otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in any additions, accessions, parts, improvements, and attachments thereto and the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtednessproceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (fb) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; other agreements, (gc) any agreement in effect at the time any Person Subsidiary becomes a Restricted Subsidiary of the Company; provided that Borrower or a Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained or, in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending any such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company case, that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) foregoing, so long as such provisions are amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not materially more restrictive otherwise expand in any material respect the scope of any restriction or condition contained therein, (d) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 5.2D, or any agreement or option to dispose of any asset of the Borrower or any Subsidiary, the disposition of which is permitted by any other provision of this Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being disposed of), (e) restrictions on the Company transfer of any asset pending the close of the sale of such asset and its Restricted Subsidiaries than those customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or consolidation), to the Indebtedness refinancedextent in effect pending the consummation of such transaction, and (f) the foregoing shall not apply to customary net worth provisions or similar financial maintenance provisions contained in real property leases or other agreements entered into by a Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and the Subsidiaries to meet their ongoing obligations under this Agreement.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than |US-DOCS\138541167.4141447058.7|| those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment provisions in joint venture agreements and similar agreements that restrict transfer of leasesassets of, or equity interests in, joint ventures, (g) licenses and contracts entered into or sublicenses by any Group Member of Intellectual Property in the ordinary course of business; business or consistent with past practice (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business or consistent with past practice, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness or consistent with past practice, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Parent, no more restrictive with respect to Parent or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Parent shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Parent and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.