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 Negative Pledge that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, 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) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debt.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member 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 Agreementand Collateral Agreement or other Security Document, 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) by operation of Requirements of Law; any Lien arising pursuant to any Permitted Securitization Documents, (c) [reserved]documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) single purpose entity limitations 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 charter documents for Subsidiaries this Agreement), so long as the Company has determined that are such restrictions will not Eligible Subsidiaries; materially impair its ability to make payments due hereunder), (e) customary provisions restricting subletting any agreements governing any purchase money Liens (or assignment 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 lease governing Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a leasehold interest of any Group Memberwhole, than that in the relevant refinanced agreement); (f) customary provisions restricting restrictions on the assignment of any licensing agreement or other contract leases, licenses and contracts 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 that is to be sold (or whose assets that are to be sold sold) and such sale or other Disposition is permitted hereunder); (hi) 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 restricting and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the transfer 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 encumbrance of Capital Stock in any Permitted Refinancing thereof (including successive refinancings) so long as such joint venture or provisions are not materially more restrictive on the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower Company and its Subsidiaries; and (i) restrictions or conditions Restricted Subsidiaries than those contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debtrefinanced.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of Holdings, the Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, 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) the Note Documentation and any agreements governing Indebtedness permitted by operation of Requirements of Law; Sections 6.2(f) and (i), to the extent such agreements, taken as a whole, are not materially more restrictive than the Note Documentation, (c) [reserved]; any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2(h) (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the and similar agreements that restrict transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint ventureof, or otherwise restricting transactions between the equity interests in, joint venture and ventures, (g) licenses or sublicenses by the Borrower and its Subsidiaries; Subsidiaries of Intellectual Property in the ordinary course of business (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) restrictions or conditions contained provisions in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to leases that restrict the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer transfer of such Consolidated Secured Debtlease by the lessee and (j) prohibitions and limitations arising by operation of law.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the any Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan DocumentsDocuments and except to the extent that any such agreement (a) exists as of the Closing Date or is a modification, the Capital One Credit Agreement and related loan documents theretoamendment, restatement, replacement, refinancing, renewal or extension thereof, (b) is assumed by operation Holdings, the Borrower or any of Requirements its Subsidiaries in connection with any Permitted Acquisition or any Investment permitted by Section 6.6(n) or is binding on any Subsidiary of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to Borrower at the sale or other Disposition of time such Person becomes a Subsidiary or assets pending such sale of the Borrower (provided that such restrictions and conditions apply only to agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Subsidiary Borrower), (c) is an agreement governing Indebtedness permitted by Section 6.1 or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) any customary provisions in joint venture leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the transfer same, (d) is an agreement governing any non-Wholly Owned Subsidiary or encumbrance of Capital Stock in such joint venture or the assets owned by such a Contractual Obligation of any non-Wholly Owned Subsidiary or joint venture, (e) relates to cash or otherwise restricting transactions between the joint venture and other deposits (including escrowed funds) received by Holdings, the Borrower or any of its Subsidiaries or (f) relates to assets subject to Liens permitted by Sections 6.2(c), 6.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i), 6.2(j), 6.2(l), 6.2(p) or 6.2(r), provided that, (i) to the extent any such agreement is entered into after the Closing Date, such prohibition or limitation shall only be effective against the Property or Person (and its Subsidiaries; and (i) restrictions acquired in such Permitted Acquisition or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets Investment, securing such Indebtedness or that is the subject of such other leases, subleases, licenses, sublicenses, agreements, contracts, deposits or liens and (ii) solely with respect to any non-Wholly Owned Subsidiary or joint venture, such prohibition or limitation shall only be effective against the direct Property, revenues or indirect Capital Stock in the issuer of such Consolidated Secured Debtnon-Wholly Owned Subsidiary or joint venture.

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 Negative Pledge that new indenture which results from an otherwise permitted refinancing of the Senior Notes), which prohibits or limits the ability of the Borrowers or any Group Member Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its 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 Guarantor, its obligations under the Guarantee Agreement, 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 theretoDocument, (bii) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained restrictions and conditions in charter documents for Subsidiaries any agreement or contract existing on the Effective Date and any amendments, modifications, restatements, renewals or replacements thereof that are not Eligible Subsidiaries; more restrictive, taken as a whole, than the restrictions existing on the Effective Date, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (giii) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets asset pending such sale (provided sale; provided, that such restrictions and conditions apply only to the Subsidiary or assets asset that are is to be sold and such sale or other Disposition is permitted hereunder); , (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (iiv) restrictions or conditions contained in imposed by any agreement relating to Consolidated Secured Debt secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (v) customary non-assignment provisions in any contract, easement or lease, and the direct or indirect Capital Stock other customary encumbrances and restrictions entered into in the issuer 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 Consolidated Secured Debtagreement, 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 (vii) restrictions contained in documents evidencing Indebtedness existing at the time at which any such Person first becomes a Restricted Subsidiary, so long as such 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 more restrictive, taken as a whole, than the restrictions existing at the time such Person first becomes a Restricted Subsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of Borrower or any Group Member of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon on any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Guaranty and Collateral Agreement, 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) by operation of Requirements of Law; any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations, DCIP Sale and Leaseback Transactions or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) [reserved]; any agreements relating to Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced) (in each case, to the extent such agreements do not conflict with the provisions of Section 5.9), (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary nonassignment provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into by any Group Member in the ordinary course of business; , (ge) customary restrictions and conditions exceptions set forth in the “Pledged Stock” definition contained in agreements the Guaranty and Collateral Agreement and exceptions relating to the sale or other Disposition Capital Stock of a Subsidiary or assets pending such sale Persons that are not Restricted Subsidiaries, and (provided f) during the period that such the UA Pass-Through Certificates Restriction is in effect, restrictions and conditions apply only with respect to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions UA Subsidiaries contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured DebtUA Pass-Through Trust Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and (including any Permitted Amendment), the other Loan Documents, or any Guarantee Obligations in respect of any of the Capital One Credit Agreement and related loan documents theretoforegoing, (b) any agreements governing any Indebtedness permitted by operation Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of Requirements of Law; such Indebtedness and the proceeds and products thereof), (c) [reserved]; any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries), (d) single purpose entity limitations contained any agreements governing Indebtedness permitted by Section 6.2(h) (in charter documents for Subsidiaries that are not Eligible Subsidiaries; 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 restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting and similar agreements that restrict transfer of assets of, or Capital Stock in, joint ventures, (f) licenses or sublicenses by any Group Member of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (g) customary provisions (including customary net worth provisions) (as reasonably determined by the Parent Borrower) in leases, subleases, licenses and sublicenses that restrict the transfer or encumbrance of Capital Stock in such joint venture thereof or the transfer of the assets owned subject thereto by such joint venturethe lessee, sublessee, licensee or otherwise restricting transactions between the joint venture sublicensee, (h) prohibitions and the Borrower and its Subsidiaries; and limitations arising by operation of law, (i) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in contemplation of such Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (j) customary restrictions (as reasonably determined by the Parent Borrower) that arise in connection with any Disposition permitted by Section 6.4 or conditions 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, (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 as in effect on the Closing Date and described in Schedule 6.11, (n) restrictions imposed by any agreement relating to Consolidated Secured Debt 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 this Agreement if such restrictions clauses (b)(ii), (b)(iii), (c), (d), (f), (h), (j), (l), (m), (n), (o), (q), (r), (s), (t), (u), (y), (z) or conditions apply only (ee) of Section 6.3 and relate to the property or assets securing subject to such Lien, (p) 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 (i) the property financed by such Indebtedness and the direct proceeds and products thereof or indirect Capital Stock (ii) the property of the Parent Borrower and its Restricted Subsidiaries 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 issuer 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 of such Consolidated Secured Debttype, 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 into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its 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, 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) by operation of Requirements of Law; any agreement described in (cand permitted by) [reserved]; clauses (diii), (iv), (v), (vi), (vii) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (except to the extent otherwise subject to limitation under clause (e) customary provisions restricting subletting or assignment below), (viii), (ix), (x) and (xii) of any lease governing a leasehold interest of any Group Member; Section 6.13, (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (gc) customary restrictions and conditions contained in agreements relating to the sale a Permitted Receivables Facility or other Disposition of a Subsidiary or assets pending Permitted Factoring Transaction, (d) restrictions and conditions contained in any documents, agreements and instruments evidencing Permitted Secured Debt assumed in connection with a Permitted Acquisition so long as (i) such sale Permitted Secured Debt is permitted by Section 6.01(r), (provided that ii) such restrictions and conditions apply are applicable only to the Subsidiary Subsidiaries or assets Properties acquired pursuant to such Permitted Acquisition and (iii) such restrictions and conditions were not created (or made more restrictive) in connection with or in anticipation of such Permitted Acquisition and (e) agreements containing negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01(f), (g), (j), (n), (p), (s), (t) or (u) but only if such negative pledge or restriction permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a senior basis (in an aggregate principal amount equal to at least the aggregate principal Dollar Amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that are to such holders of such Indebtedness be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned secured by such joint venture, Liens equally and ratably or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and on a junior basis (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only except to the property or assets securing such Indebtedness and the direct or indirect Capital Stock extent permitted under Section 2.21 in the issuer respect of such Consolidated Secured any Incremental Equivalent Debt).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of Parent, the Borrower or any Group Member of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, 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) by operation of Requirements of Law; any agreements governing any Permitted Term Loan Refinancing Indebtedness or Guarantee Obligations in respect thereof, (c) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the and similar agreements that restrict transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint ventureof, or otherwise restricting transactions between the equity interests in, joint venture and ventures, (g) licenses or sublicenses by the Borrower and its Subsidiaries; Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in 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) restrictions customary provisions in leases, subleases, licenses and sublicenses that restrict the transfer thereof or conditions contained 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 such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in any agreement relating to Consolidated Secured Debt permitted by this Agreement if contemplation of such restrictions or conditions Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (l) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such 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 assets securing the subject of such Indebtedness and the direct proceeds and products thereof (other than Indebtedness constituting any unsecured Junior Debt) as long as such pledges and restrictions do not restrict or indirect Capital Stock impair the ability of the Parent, the Borrower and the Restricted Subsidiaries to comply with their obligations under the Loan Documents, (o) customary provisions contained in an agreement restricting assignment of such agreement entered into in the issuer ordinary course of business, (p) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, or (q) 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 Parent, the Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness of such Consolidated Secured Debttype, so long as the Borrower shall have determined in good faith that such restrictions will not affect the obligation or ability of Parent, the Borrower and the Restricted Subsidiaries to make any payments required to be made by it hereunder, become a Loan Party (to the extent 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 Negative Pledge agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (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 Capital One date hereof, except for any Permitted Amendment (as defined in the ABL Credit Agreement and related loan documents theretoAgreement)), or any Guarantee Obligations in respect of any of the foregoing, (b) by operation 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 Requirements the foregoing or Guarantee Obligations in respect of Law; 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) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting 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 date hereof), (g) licenses or sublicenses by any Group Member of Intellectual Property in the ordinary course of business or consistent with past practice (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) customary provisions (including customary net worth provisions) in leases, subleases, licenses and sublicenses that restrict the transfer or encumbrance of Capital Stock in such joint venture thereof or the transfer of the assets owned subject thereto by such joint venturethe lessee, sublessee, licensee or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and sublicensee, (i) restrictions or conditions contained prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in any agreement relating to Consolidated Secured Debt permitted by this Agreement if contemplation of such restrictions or conditions Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (k) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the property assets subject to such Disposition, (l) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business or assets securing consistent with past practice, (m) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or consistent with past practice, (n) agreements existing and as in effect on the Closing Date and described in Schedule 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 Restricted Subsidiary than the then customary market terms for Indebtedness of such Indebtedness type, so long as Holdings 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 Holdings and the direct or indirect Capital Stock in Restricted Subsidiaries to make any payments required under the issuer of such Consolidated Secured DebtLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the US Borrower or any Group Member of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and (including any Incremental Facility Amendment permitted hereby), the other Loan Documents and the Second Lien Loan Documents (in the case of the Second Lien Loan Documents, as in effect as of the Capital One Credit Agreement and related loan documents theretodate hereof, except for any Incremental Facility Amendment), (b) by operation 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 Requirements the foregoing or Guarantee Obligations in respect of Law; any of the foregoing, (c) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the and similar agreements that restrict transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint ventureof, or otherwise restricting transactions between equity interests in, joint ventures, (g) licenses or sublicenses by the joint venture and the US Borrower and its Subsidiaries; and Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) [Reserved], (i) restrictions customary provisions (including customary net worth provisions) in leases, subleases, licenses and sublicenses that restrict the transfer thereof or conditions contained 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 such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in any agreement relating to Consolidated Secured Debt permitted by this Agreement if contemplation of such restrictions or conditions Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (l) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the property assets subject to such Disposition, (m) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (n) customary restrictions on cash or assets securing other deposits imposed by customers under contracts entered into in the ordinary course of business, 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 US Borrower, no more restrictive with respect to the US Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness of such Indebtedness type, so long as the US 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 Holdings, the US Borrower and the direct or indirect Capital Stock in Restricted Subsidiaries to make any payments required under the issuer of such Consolidated Secured DebtLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its 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, 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) by operation of Requirements of Law; any agreement described in (cand permitted by) [reserved]; clauses (diii), (iv), (v), (vi), (vii) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (except to the extent otherwise subject to limitation under clause (e) customary provisions restricting subletting or assignment below), (viii), (ix), (x) and (xii) of any lease governing a leasehold interest of any Group Member; Section 6.13, (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (gc) customary restrictions and conditions contained in agreements relating to the sale a Permitted Receivables Facility or other Disposition of a Subsidiary or assets pending Permitted Factoring Transaction, (d) restrictions and conditions contained in any documents, agreements and instruments evidencing Permitted Secured Debt assumed in connection with a Permitted Acquisition so long as (i) such sale Permitted Secured Debt is permitted by Section 6.01(r), (provided that ii) such restrictions and conditions apply are applicable only to the Subsidiary Subsidiaries or assets Properties acquired pursuant to such Permitted Acquisition and (iii) such restrictions and conditions were not created (or made more restrictive) in connection with or in anticipation of such Permitted Acquisition and (e) agreements containing negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01(f), (g), (j), (n), (p), (s), (t) or (u) but only if such negative pledge or restriction permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a senior basis (in an aggregate principal amount equal to at least the aggregate principal Dollar Amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that are to such holders of such Indebtedness be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned secured by such joint venture, 131 Liens equally and ratably or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and on a junior basis (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only except to the property or assets securing such Indebtedness and the direct or indirect Capital Stock extent permitted under Section 2.21 in the issuer respect of such Consolidated Secured any Incremental Equivalent Debt).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member 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 Agreementand Collateral Agreement or other Security Document, 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) by operation of Requirements of Law; any Lien arising pursuant to any Permitted Securitization Documents, (c) [reserved]documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) single purpose entity limitations 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 charter documents for Subsidiaries this Agreement), so long as the Company has determined that are such restrictions will not Eligible Subsidiaries; materially impair its ability to make payments due hereunder), (e) customary provisions restricting subletting any agreements governing any purchase money Liens (or assignment any Permitted 157 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 lease governing Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a leasehold interest of any Group Memberwhole, than that in the relevant refinanced agreement); (f) customary provisions restricting restrictions on the assignment of any licensing agreement or other contract leases, licenses and contracts 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 that is to be sold (or whose assets that are to be sold sold) and such sale or other Disposition is permitted hereunder); (hi) 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 restricting and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the transfer 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 encumbrance of Capital Stock in any Permitted Refinancing thereof (including successive refinancings) so long as such joint venture or provisions are not materially more restrictive on the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower Company and its Subsidiaries; and (i) restrictions or conditions Restricted Subsidiaries than those contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debtrefinanced.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of the Borrower or any Group Member 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 Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and Agreement, the other Loan Documents, the Capital One Credit Agreement Documents and any related loan documents theretodocuments, (b) by operation of Requirements of Law; any agreements with respect to Machinery Financing Indebtedness permitted under this Agreement and any related 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) [reserved]; any industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Receivables Transaction permitted by this Agreement (din which cases, any prohibition or limitation shall only be effective against the assets financed or acquired thereby) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment operating leases of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract real property entered into by any Group Member in the ordinary course of business; , (gd) customary restrictions and conditions contained any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in agreements relating effect at the time of such acquisition (except to the sale extent such Indebtedness was incurred or other Disposition encumbrance or restriction was created in connection with or in contemplation of a Subsidiary such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets pending such sale (provided that such restrictions and conditions apply only to of any Person, other than the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venturePerson, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing 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 the direct or indirect Capital Stock commercial contracts that are entered into in the issuer 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 (g) 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 Consolidated Secured Debtproperty 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).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and (including any Permitted Amendment), the other Loan Documents, or any Guarantee Obligations in respect of any of the Capital One Credit Agreement and related loan documents theretoforegoing, (b) by operation 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 Requirements the foregoing or Guarantee Obligations in respect of Law; 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 194 |US-DOCS\138541167.4141447058.7|| those in effect prior to the relevant incurrence of such Indebtedness), (c) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by any Group Member of Intellectual Property in the ordinary course of business or consistent with past practice (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) customary provisions (including customary net worth provisions) in leases, subleases, licenses and sublicenses that restrict the transfer or encumbrance of Capital Stock in such joint venture thereof or the transfer of the assets owned subject thereto by such joint venturethe lessee, sublessee, licensee or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and sublicensee, (i) restrictions or conditions contained prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in any agreement relating to Consolidated Secured Debt permitted by this Agreement if contemplation of such restrictions or conditions Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (k) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the property assets subject to such Disposition, (l) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business or assets securing consistent with past practice, (m) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or consistent with past practice, (n) agreements existing and as in effect on the Closing Date and described in Schedule 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 Restricted Subsidiary than the then customary market terms for Indebtedness of such Indebtedness type, so long as Parent 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 Parent and the direct or indirect Capital Stock in Restricted Subsidiaries to make any payments required under the issuer of such Consolidated Secured DebtLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member 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 Agreementand Collateral Agreement or other Security Document, other than pursuant to (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (ai) this Agreement and the other Loan DocumentsDocuments (ii) any agreements governing Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the Capital One Credit Agreement assets financed thereby and related loan documents theretoimprovements thereon and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness shall not be materially more restrictive in the good faith judgment of the Company, taken as a whole, than in the relevant refinancing agreement), (b) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (giii) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Restricted Subsidiary or assets pending such sale (sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); , (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (iiv) restrictions or conditions contained in imposed by any agreement relating to Consolidated Secured Debt secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property 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 restriction contained therein relates only to the asset or assets securing subject to such Indebtedness Lien, (vii) software and other intellectual property licenses pursuant to which the direct Company or indirect Capital 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 the applicable license), (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.07(u) and applicable solely to such joint venture and/or Common Stock therein, (ix) replacements, renewals, amendments and refinancings of any agreements described above so long as such replacement, renewals, amendments and refinancings are not materially more restrictive in the issuer 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 Consolidated Secured Debtconditions would not have a Material Adverse Effect on the ability of the Loan Parties, taken as a whole, to satisfy their Obligations hereunder.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge that prohibits or limits the ability of any Group Member to create, incur, 107 assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, 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) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debt.

Limitation on Negative Pledge Clauses. Enter into into, or suffer to exist or become effective exist, any Negative Pledge that agreement, other than this Agreement which prohibits or limits the ability of any Group Member Subsidiary to (i) pay dividends or make other distributions or pay any Indebtedness owed to the 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 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 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, (B) restrictions applicable to Indebtedness or Capital Stock of a Person acquired by the Borrower or any Subsidiary as in effect at the case time of acquisition, except if such restriction was incurred in connection with, or in contemplation of such acquisition or such restriction applies to the Borrower, any Guarantor, its obligations under the Guarantee Agreement, Subsidiary (other than the Person acquired) or the assets thereof (each other than the assets of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (aPerson so acquired) this Agreement and the other Loan Documents, the Capital One Credit Agreement and related loan documents theretoor any after-acquired property, (bC) restrictions arising by operation reason of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained customary non-assignment or no-subletting clauses in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement leases or other contract contracts entered into by any Group Member in the ordinary course of businessbusiness and consistent with past practices, (D) purchase money obligations or Capital Lease Obligations (or refinancings thereof that impose no more restrictive restrictions) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (B) above solely on the property so acquired; (gE) customary Permitted Liens on assets securing Indebtedness permitted hereunder and (F) restrictions and conditions contained in agreements relating with respect to a Subsidiary imposed pursuant to a binding agreement which has been entered into for the sale or other Disposition disposition (including by merger or consolidation) of a Subsidiary all or substantially all of the Capital Stock or assets pending of such sale (Subsidiary, provided that such restrictions and conditions apply only solely to the such Capital Stock or asset of such Subsidiary or assets that are to be sold and such sale or other Disposition disposition is otherwise permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating pursuant to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debt.Agreement. 8.14

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 Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Guarantor, its obligations Loan Parties under the Guarantee AgreementCredit Documents, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Credit Documents, the Capital One Credit Agreement and related loan documents thereto, (b) conditions imposed by operation of Requirements of Law; law, regulation, court order, rule or decree, (c) [reserved]; 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 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) single purpose entity limitations restrictions contained in charter documents for Subsidiaries that are the Arrow Note Documents or any other evidence of Indebtedness so long as not Eligible Subsidiaries; materially more restrictive in the aggregate than the Arrow Note Documents, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition Property of a Subsidiary or assets pending that is in effect at the time such sale Person becomes a Subsidiary (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary), (f) any restrictions and conditions apply only with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Subsidiary Disposition of all or substantially all of the Capital Stock or assets that are to be sold and of such sale Subsidiary, (g) any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by subsection 12.2 so long as such agreement does not restrict any Lien securing any Property of the Company or other Disposition is permitted hereunder); any Domestic Subsidiary, (h) customary provisions in joint venture agreements restricting with suppliers to the transfer Company or encumbrance of Capital Stock in such joint venture or the assets owned any Subsidiary relating to any inventory supplied by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; suppliers and (i) any restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only Hedging Agreements that require the granting of liens to the property or assets counterparty thereunder on an equal and ratable basis with Liens securing such Indebtedness and the direct or indirect Capital Stock in obligations of the issuer of such Consolidated Secured DebtLoan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of the Borrower or any Group Member 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 Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and Agreement, the other Loan Documents, the Capital One Credit Agreement Documents and any related loan documents theretodocuments, (b) any industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Transaction or Permitted Receivables Transaction permitted by operation this Agreement (in which cases, any prohibition or limitation shall only be effective against the assets financed or acquired thereby) or operating leases of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract real property entered into by any Group Member in the ordinary course of business; , (c) 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, (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) customary restrictions and or conditions contained with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) restrictions under agreements evidencing or governing or otherwise relating to the sale or other Disposition Indebtedness permitted under subsection 8.2 of any Subsidiary that is not (and is not required to become) a Subsidiary or assets pending such sale (Loan Party; provided that such restrictions and conditions apply relate only to the Subsidiary or assets that are to be sold and of such sale or other Disposition is permitted hereunder); Subsidiary, (hi) customary provisions in joint venture and similar agreements restricting the transfer or encumbrance granting of Liens in the Capital Stock in of such joint venture entity (so long as such Person is not a Loan Party or the assets owned by such joint venture, a Subsidiary) and (j) provisions under agreements evidencing or governing or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt Indebtedness permitted by under subsection 8.2(e) requiring that such Indebtedness be secured ratably with any Liens securing the Indebtedness under this Agreement if including any such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock provisions as may be set forth in the issuer of such Consolidated Secured Debtdocuments and instruments evidencing the Existing GPI Facilities.

Limitation on Negative Pledge Clauses. Enter Parent Borrower will not, and will not permit any Material Restricted Subsidiary to enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of Parent Borrower or any Group Member of its Restricted Subsidiaries that are Loan Parties (other than any Excluded Subsidiary) 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 Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and Agreement, the other Loan Documents and any related documents, the Term Loan Documents, the Capital One Credit Agreement Senior Interim Loan Facility, the Existing Notes Indenture and related loan documents theretothe Existing Notes, (b) any agreements in respect of any industrial revenue or development bonds, Capitalized Lease Obligations, Purchase Money Obligations or Hedging Obligations, acquisition agreements or agreements in connection with any Special Purpose Financing permitted by operation of Requirements of Law; this Agreement (in which cases, any prohibition or limitation shall only be effective against the assets financed or acquired thereby or otherwise subject thereto), (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment operating leases of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract real property entered into by any Group Member in the ordinary course of business; , (gd) customary restrictions and conditions contained any agreement governing Indebtedness and/or other obligations secured by a Permitted Lien (in agreements relating to the sale which case any prohibition or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply limitation shall only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or effective against the assets owned by subject to such joint venturePermitted Lien) or (e) with respect to property, assets or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in revenues of any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured DebtForeign Subsidiary that do not constitute Collateral.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any GuarantorGuarantor (as defined in the Guarantee and Collateral Agreement), its obligations under the Guarantee and Collateral Agreement, 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) by operation of Requirements of Law; applicable law and agreements in effect on the date hereof and listed on Schedule 7.13, (c) [reserved]; any Lease, any Intellectual Property license agreement under which the Borrower or a Subsidiary of the Borrower is the licensee, and any other agreement under which the Borrower or a Subsidiary of the Borrower is entitled to the performance of any obligation other than the payment of money, if any such prohibition or limitation is limited to the interest of the Borrower or such Subsidiary thereunder and in the reasonable judgment of the Borrower, the acceptance of such prohibition or limitation was necessary to achieve a business purpose of the Borrower or such Subsidiary, (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment any restriction under any agreement governing Indebtedness permitted under Section 7.2(c), if such restriction is enforceable only by the holder of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions such Indebtedness and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply applies only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (e) in any indenture governing Indebtedness incurred in a Permitted Refinancing or Exchange Subordinated Debt so long as any such agreement is not more restrictive that the direct or indirect Capital Stock corresponding provision in the issuer of such Consolidated Secured DebtSenior Subordinated Note Indenture as in effect on the Closing Date.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and (including any Permitted Amendment), the other Loan Documents, the Capital One Term Loan Credit Agreement and related loan documents theretoFacility 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) by operation 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 Requirements the foregoing or Guarantee Obligations in respect of Law; 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) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting 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 date hereof), (g) licenses or sublicenses by any Group Member of Intellectual Property in the ordinary course of business or consistent with past practice (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) customary provisions (including customary net worth provisions) in leases, subleases, licenses and sublicenses that restrict the transfer or encumbrance of Capital Stock in such joint venture thereof or the transfer of the assets owned subject thereto by such joint venturethe lessee, sublessee, licensee or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and sublicensee, (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted prohibitions and limitations arising by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer operation of such Consolidated Secured Debt.law,

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become any agreement, other than in connection with Indebtedness secured by any Lien permitted by Section 7.2 (in which case, any restriction shall only be effective any Negative Pledge that prohibits or limits against the assets subject to such Lien), which restricts the ability of DW Animation or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired, to exclusively secure with such property, assets or revenues the obligations of DW Animation hereunder or Guarantee Obligations orin respect thereof, except for any such restriction existing under or by reason of (a) customary provisions in leases and other agreements restricting the assignment thereof, (b)(i) in the case of any GuarantorSubsidiary acquired after the Closing Date that is not wholly owned, directly or indirectly, by DW Animation, restrictions or conditions imposed by its obligations under organizational documents that are binding on such Subsidiary at the Guarantee Agreementtime such Subsidiary is acquired, so long as such restrictions were not entered into solely in contemplation of such acquisition (provided that for so long as such restrictions are applicable, no other than Subsidiary may be merged or consolidated with such Subsidiary if the property subject to such restrictions would be expanded as a result of such merger or consolidation) or (ii) any restrictions or conditions which are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and other similar arrangements permitted hereunder; provided that in each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) case in this Agreement and the other Loan Documents, the Capital One Credit Agreement and related loan documents thereto, clause (b) by operation such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of Requirements of Law; such Subsidiary, (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets any asset of DW Animation or any Subsidiary, in each case pending such sale (sale; provided that such restrictions and conditions apply only to the such Subsidiary or the assets that are to be sold and and, in each case, such sale or other Disposition is permitted hereunder); hereunder or (hd) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) any restrictions or conditions contained in existing under any agreement relating that amends, refinances or replaces any agreement containing the restrictions referred to Consolidated Secured Debt permitted by this Agreement if in clause (a), (b) or (c) above so long as such restrictions or conditions apply only to agreement does not expand the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer scope of such Consolidated Secured Debtrestrictions.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its 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, 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) by operation of Requirements of Law; any agreement described in (cand permitted by) [reserved]; clauses (diii), (iv), (v), (vi), (vii) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (except to the extent otherwise subject to limitation under clause (e) customary provisions restricting subletting or assignment below), (viii), (ix), (x) and (xii) of any lease governing a leasehold interest of any Group Member; Section 6.13, (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (gc) customary restrictions and conditions contained in agreements relating to the sale a Permitted Receivables Facility or other Disposition of a Subsidiary or assets pending Permitted Factoring Transaction, (d) restrictions and conditions contained in any documents, agreements and instruments evidencing Permitted Secured Debt assumed in connection with a Permitted Acquisition so long as (i) such sale Permitted Secured Debt is permitted by Section 6.01(r), (provided that ii) such restrictions and conditions apply are applicable only to the Subsidiary Subsidiaries or assets that are Properties acquired pursuant to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; Permitted Acquisition and (iiii) such restrictions and conditions were not created (or conditions contained made more restrictive) in connection with or in anticipation of such Permitted Acquisition and (e) agreements containing negative pledges and restrictions on Liens in favor of any agreement relating to Consolidated Secured Debt holder of Indebtedness permitted by this Agreement under Section 6.01(f), (g), (j), (n), (p), (s), (t) or (u), in each case, (x) if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (y) if such Indebtedness is incurred during a Collateral Release Period, only if such negative pledge or restriction permits Liens for the direct or indirect Capital Stock benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a senior basis (in an aggregate principal amount equal to at least the issuer aggregate principal Dollar Amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that such holders of such Consolidated Secured Indebtedness be secured by such Liens equally and ratably or on a junior basis (except to the extent permitted under Section 2.21 in respect of any Incremental Equivalent Debt).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and (including any Permitted Amendment), the other Loan Documents, the Capital One 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 and related loan documents theretoor the ABL Credit Agreement, as applicable)), or any Guarantee Obligations in respect of any of the foregoing, (b) by operation 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 Requirements the foregoing or Guarantee Obligations in respect of Law; 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) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting 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 date hereof), (g) licenses or sublicenses by any Group Member of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) customary provisions (including customary net worth provisions) in leases, subleases, licenses and sublicenses that restrict the transfer or encumbrance of Capital Stock in such joint venture thereof or the transfer of the assets owned subject thereto by such joint venturethe lessee, sublessee, licensee or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and sublicensee, (i) restrictions or conditions contained prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in any agreement relating to Consolidated Secured Debt permitted by this Agreement if contemplation of such restrictions or conditions Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (k) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the property assets subject to such Disposition, (l) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (m) customary restrictions on cash or assets securing other deposits imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and as in effect on the Closing Date and described in Schedule 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 Restricted Subsidiary than the then customary market terms for Indebtedness of such Indebtedness type, so long as Mid-Holdings 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 Holdings, Mid-Holdings and the direct or indirect Capital Stock in Restricted Subsidiaries to make any payments required under the issuer of such Consolidated Secured DebtLoan 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 Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Guarantor, its obligations Loan Parties under the Guarantee AgreementCredit Documents, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Credit Documents, the Capital One Credit Agreement and related loan documents thereto, (b) conditions imposed by operation of Requirements of Law; law, regulation, court order, rule or decree, (c) [reserved]; agreements relating to Property encumbered by Liens permitted by Section 11.4 as long as such agreements apply only to the Property encumbered by such Liens, (d) single purpose entity limitations restrictions contained in charter documents for Subsidiaries that are the Arrow Note Documents or any other evidence of Indebtedness so long as not Eligible Subsidiaries; materially more restrictive in the aggregate than the Arrow Note Documents, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition Property of a Subsidiary or assets pending that is in effect at the time such sale Person becomes a Subsidiary (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary), (f) any restrictions and conditions apply only with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Subsidiary Disposition of all or substantially all of the Capital Stock or assets that are to be sold and of such sale Subsidiary, (g) any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by Section 11.3 so long as such agreement does not restrict any Lien securing any Property of the Company or other Disposition is permitted hereunder); any Domestic Subsidiary, (h) customary provisions in joint venture agreements restricting with suppliers to the transfer Company or encumbrance of Capital Stock in such joint venture or the assets owned any Subsidiary relating to any inventory supplied by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; suppliers and (i) any restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only Hedging Agreements that require the granting of liens to the property or assets counterparty thereunder on an equal and ratable basis with Liens securing such Indebtedness and the direct or indirect Capital Stock in obligations of the issuer of such Consolidated Secured DebtLoan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of Holdings, the Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, 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) by operation of Requirements of Law; the Senior Note Indenture, (c) [reserved]; any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; any agreements evidencing a Receivable Financing Transaction permitted by Section 7.5(l), (e) customary provisions restricting subletting or assignment any agreements of any lease Foreign Subsidiary governing a leasehold interest Indebtedness of such Foreign Subsidiary incurred pursuant to Section 7.2 (in which case, any Group Member; prohibition or limitation shall only be effective against the assets of such Foreign Subsidiary and its Foreign Subsidiaries), (f) customary provisions restricting assignment 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 assets of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; such Subsidiary) and (g) customary restrictions and conditions contained in any agreements relating to governing Indebtedness permitted by Section 7.2 incurred by the sale Borrower or other Disposition of a any Domestic Subsidiary or assets pending such sale (provided that any such restrictions and conditions apply only to the Subsidiary prohibition or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions limitation shall in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and any event permit Liens securing (i) restrictions the Indebtedness and other obligations under the Loan Documents (as such agreements may be amended, including any amendment and restatement thereof, supplemented or conditions contained otherwise 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 lenders), and any Guarantee Obligations in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing respect of such Indebtedness and other obligations, in an aggregate principal amount at least equal to the direct then aggregate of 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 indirect Capital Stock extensions thereof that do not increase the principal amount thereof), (ii) Hedge Agreements with any Lender or Lender Affiliate, and any Guarantee Obligations in the issuer respect of such Consolidated Secured DebtHedge Agreements, and (iii) Cash Management Agreements with any Qualified Counterparty and any Guarantee Obligations in respect of such Cash Management Agreements).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the US Borrower or any Group Member of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and (including any Incremental Facility Amendment permitted hereby), the other Loan Documents, the Capital One Credit Agreement and related loan documents thereto, (b) by operation any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt or any Refinancing Indebtedness with respect to any of Requirements the foregoing or Guarantee Obligations in respect of Law; any of the foregoing, (c) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the and similar agreements that restrict transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint ventureof, or otherwise restricting transactions between equity interests in, joint ventures, (g) licenses or sublicenses by the joint venture and the US Borrower and its Subsidiaries; and Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) [reserved], (i) restrictions customary provisions (including customary net worth provisions) in leases, subleases, licenses and sublicenses that restrict the transfer thereof or conditions contained 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 such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in any agreement relating to Consolidated Secured Debt permitted by this Agreement if contemplation of such restrictions or conditions Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (l) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the property assets subject to such Disposition, (m) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (n) customary restrictions on cash or assets securing other deposits imposed by customers under contracts entered into in the ordinary course of business, 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 US Borrower, no more restrictive with respect to the US Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness of such Indebtedness type, so long as the US 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 Holdings, the US Borrower and the direct or indirect Capital Stock in Restricted Subsidiaries to make any payments required under the issuer of such Consolidated Secured DebtLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the any Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan DocumentsDocuments and except to the extent that any such agreement (a) exists as of the Closing Date or is a modification, the Capital One Credit Agreement and related loan documents theretoamendment, restatement, replacement, refinancing, renewal or extension thereof, (b) is assumed by operation Holdings, the Borrower or any of Requirements its Subsidiaries in connection with any Acquisition 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 Law; such Person becoming a Subsidiary), (c) is an agreement governing Indebtedness permitted by Section 6.2 or 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) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; , (e) customary provisions restricting subletting is an agreement governing any non-Wholly Owned Subsidiary or assignment joint venture or a Contractual Obligation of any lease governing a leasehold interest of any Group Member; non-Wholly Owned Subsidiary or joint venture, (f) customary provisions restricting assignment of any licensing agreement relates to cash or other contract entered into deposits (including escrowed funds) received by Holdings, the Borrower or any Group Member in the ordinary course of business; its Subsidiaries or (g) customary restrictions and conditions contained in agreements relating relates to assets subject to Liens permitted by Sections 6.3(c), 6.3(d), 6.3(e), 6.3(f), 6.3(g), 6.3(h), 6.3(i), 6.3(j) or 6.3(l), provided that, (i) to the sale extent any such agreement is entered into after the Closing Date, such prohibition or limitation shall only be effective against the Property or Person (and its Subsidiaries) acquired in such Acquisition, securing such Indebtedness or that is the subject of such other Disposition of a leases, subleases, licenses, sublicenses, agreements, contracts, deposits or liens and (ii) solely with respect to any non-Wholly Owned Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, such prohibition or otherwise restricting transactions between limitation shall only be effective against the joint venture and the Borrower and its Subsidiaries; and (i) restrictions Property, revenues or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debtnon-Wholly Owned Subsidiary or joint venture.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of the Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired, other than (a) this Agreement, (b) agreements in effect on the Closing Date, including, without limitation, the Senior Subordinated Notes Indenture or the High-Yield Indebtedness Indenture, or any refinancing, refunding, renewal or extension thereof which is permitted hereunder, (c) customary non-assignment provisions under contracts to secure the Obligations orextent such provisions prohibit or limit the ability to granx x Xxxx xx the rights under such contracts, (d) agreements under which Indebtedness permitted hereunder is incurred by Foreign Subsidiaries, to the extent such agreements prohibit or limit Liens on assets of such Foreign Subsidiaries (including, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each Foreign Subsidiaries which are not direct Subsidiaries of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan DocumentsBorrower or any Domestic Subsidiary, the Capital One Credit Agreement and related loan documents theretoStock of such Foreign Subsidiaries), (b) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting restrictions on granting Liens on assets under agreements to sell or assignment otherwise dispose of any lease governing a leasehold interest of any Group Member; such assets, and (f) customary provisions restricting assignment restrictions in Indebtedness incurred to finance the acquisition of any licensing agreement fixed or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating capital assets or Financing Leases permitted hereunder with respect to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or Liens on the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debtfinanced thereunder.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of the Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired, other than (a) this Agreement, (b) agreements in effect on the Closing Date, including, without limitation, the Senior Subordinated Note Indentures or any refinancing, refunding, renewal or extension thereof which is permitted hereunder, (c) customary non-assignment provisions under contracts to secure the Obligations orextent such provisions prohibit or limit the ability to granx x Xxxx xx the rights under such contracts, (d) agreements under which Indebtedness permitted hereunder is incurred by Foreign Subsidiaries, to the extent such agreements prohibit or limit Liens on assets of such Foreign Subsidiaries (including, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each Foreign Subsidiaries which are not direct Subsidiaries of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan DocumentsBorrower or any Domestic Subsidiary, the Capital One Credit Agreement and related loan documents theretoStock of such Foreign Subsidiaries), (b) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting restrictions on granting Liens on assets under agreements to sell or assignment otherwise dispose of any lease governing a leasehold interest of any Group Member; such assets, (f) customary provisions restricting assignment restrictions in Indebtedness incurred to finance the acquisition of any licensing agreement fixed or other contract entered into by any Group Member in capital assets or Financing Leases permitted hereunder with respect to Liens on the ordinary course of business; assets financed thereunder and (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debtsubsection 8.2(j).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of Holdings, the US Borrower, the Cayman Borrower or any Group Member of their respective Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, 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) by operation of Requirements of Law; the Second Lien Documentation, (c) [reserved]; the Revolving Loan Agreement and documents evidencing Permitted Revolving Credit Refinancing Indebtedness, (d) single purpose entity limitations contained any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in charter documents for Subsidiaries that are not Eligible Subsidiaries; which case, any prohibition or limitation shall only be effective against the assets financed thereby), (e) customary provisions restricting subletting restrictions and conditions reasonably satisfactory to the Administrative Agent existing on the date hereof identified on Schedule 7.13 (but not to any amendment or assignment of modification expanding the scope or duration of, any lease governing a leasehold interest of any Group Member; such restriction or condition), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a all or substantially all of the Capital Stock or any assets of such Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); , (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (ig) restrictions or conditions contained in imposed by any agreement relating to Consolidated Secured Debt Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness permitted Lien, (h) customary provisions in leases, licenses and other contracts restricting the direct or indirect Capital Stock assignment thereof and (i) customary restrictions in the issuer of such Consolidated Secured Debtjoint ventures and similar agreements.

Limitation on Negative Pledge Clauses. Enter The Loan Parties shall not enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement, other than this Agreement and the other Loan Documents which prohibits or limits the ability of the Loan Parties or any Group Member of their Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired, ; provided that such restriction shall not apply to secure (i) any agreement entered into in connection with any Indebtedness incurred to refinance other Indebtedness to the Obligations or, extent the prohibition or limitation - 76 - is not materially more restrictive than the prohibition or limitation contained in the case of any Guarantoragreements entered into in connection with the Indebtedness being refinanced, its obligations under (ii) the Guarantee AgreementFuture Senior Notes, other than (each of iii) Permitted Subordinated Indebtedness, (iv) Asset Acquisition Indebtedness to the followingextent the prohibition or restriction applies to the assets, a “Permitted Negative Pledge” and collectivelystock or operations financed, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Documentsproceeds thereof, the Capital One Credit Agreement and related loan documents theretowith such Asset Acquisition Indebtedness, (b) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (ev) customary non-assignment provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or in leases and other contract contracts entered into by any Group Member in the ordinary course of business; , (gvi) customary restrictions and conditions contained in agreements relating to for the sale or other Disposition disposition of a Subsidiary or assets which restrict the ability to impose liens upon those assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition disposition, (vii) agreements entered into with respect to other Indebtedness permitted to be incurred by Section 7.2.1 and to be secured by a Lien pursuant to Section 7.2.2 to the extent the prohibition or restriction is permitted hereunder); only applicable to the assets which secure such Indebtedness, (hviii) customary contracts with customers which require that the Loan Parties or their Subsidiaries maintain a given level of net worth and (ix) provisions in joint venture agreements restricting the transfer not prohibited hereby which restrict a party's ability to assign or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and alienate its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debtinterest.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, 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 Existing Credit Agreement and related loan documents related thereto, (b) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debt.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge that prohibits or limits the ability of any Group Member to createWestinghouse will not, incur, assume or suffer to exist any Lien upon and will not permit any of its Property 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 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 of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the followingas applicable, a “Permitted Negative Pledge” and Guarantee of such obligations by such Material Subsidiary (collectively, the “Permitted Negative Pledges”): "Credit Obligations"), except (a) this Agreement and the other Loan Documents, the Capital One Credit Agreement and related loan documents theretoLien Restrictions with respect to 55 50 any asset encumbered by a Lien permitted by Section 5.5, (b) by operation of Requirements of Law; Lien Restrictions with respect to any asset (or any proceeds thereof) which are comparable to Lien Restrictions affecting such asset on the Closing Date, (c) [reserved]; Lien Restrictions included in the documentation governing the terms of any Indebtedness of any Person which is acquired by Westinghouse or any of its Material Subsidiaries after the Closing Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof and (d) single purpose entity limitations contained Lien Restrictions in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement connection with securitizations or other contract entered into by any Group Member in 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 clause would permit the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating obligations entitled to the sale or other Disposition benefit of a Subsidiary or assets pending such sale (provided that such restrictions clause and conditions apply only to the Subsidiary or assets that are applicable Credit Obligations to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting secured by Liens on the transfer or encumbrance of Capital Stock in such joint venture or the relevant assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debton a pari passu basis.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its 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, 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) by operation of Requirements of Law; any agreement described in (cand permitted by) [reserved]; clauses (diii), (iv), (vi), (vii) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (except to the extent otherwise subject to limitation under clause (e) customary provisions restricting subletting or assignment below), (viii), (ix) and (xii) of any lease governing a leasehold interest of any Group Member; Section 6.13, (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (gc) customary restrictions and conditions contained in agreements relating to the sale a Permitted Receivables Facility or other Disposition of a Subsidiary or assets pending Permitted Factoring Transaction, (d) restrictions and conditions contained in any documents, agreements and instruments evidencing Permitted Secured Debt assumed in connection with a Permitted Acquisition so long as (i) such sale 113 Permitted Secured Debt is permitted by Section 6.01(r), (provided that ii) such restrictions and conditions apply are applicable only to the Subsidiary Subsidiaries or assets Properties acquired pursuant to such Permitted Acquisition and (iii) such restrictions and conditions were not created (or made more restrictive) in connection with or in anticipation of such Permitted Acquisition and (e) agreements containing negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01(f), (g), (j), (n) or (s) but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a senior basis (in an aggregate principal amount equal to at least the aggregate principal Dollar Amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that are to such holders of such Indebtedness be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned secured by such joint venture, Liens equally and ratably or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debton a junior basis.

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 Negative Pledge that against the assets financed thereby), which prohibits or limits the ability of the Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired, ; provided that the foregoing shall not apply to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” i) restrictions and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Documents, the Capital One Credit Agreement and related loan documents theretoconditions imposed by law, (b) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (gii) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets permitted hereunder pending such sale (sale, provided that such restrictions and or conditions apply only to the Subsidiary or assets that are is to be sold and such sale or other Disposition is permitted hereunder); sold, (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (iiii) restrictions or conditions contained in imposed by any agreement relating to Consolidated Secured Debt secured Indebtedness permitted by this Agreement hereunder if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (iv) customary provisions in leases and other contracts restricting the direct assignment thereof. Limitation on Lines of Business. Enter into any lines of business, either directly or indirect through any Subsidiary, except for those engaged in on the Closing Date. Hedging Agreements. Enter into any Hedging Agreement, except (a) Hedging Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Capital Stock of the Borrower or 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 issuer of such Consolidated Secured DebtBorrower or any Subsidiary.

Limitation on Negative Pledge Clauses. Enter Neither any Credit Party nor any Subsidiary shall enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member such Credit Party or Subsidiary 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 the case of any Guarantor, its obligations under the Guarantee AgreementObligations, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Credit Documents, the Capital One Credit Agreement and related loan documents thereto, (b) any agreement governing any Liens not prohibited by operation of Requirements of Law; Section 5.9 (provided that, in each case under this clause (b), other than with respect to Section 5.9(k), any prohibition or limitation contained therein relates only to the asset or assets subject to such Lien permitted thereby), (c) [reserved]; any agreement in existence on the Effective Date, including, without limitation, the indentures dated as of December 20, 2019 and September 22, 2020, with the Borrower, as issuer, and in each case the supplemental indentures thereto in existence on the Effective Date, (d) single purpose entity limitations any agreement with respect to customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of agreement with any Group Member; Governmental Authority, (f) customary provisions restricting assignment of any licensing merger agreement or any agreement for the sale or other contract disposition of an asset, including the Capital Stock or other securities or obligations of a Subsidiary, if such disposition is made in compliance with this Agreement, including Section 5.7 of this Agreement, (g) any agreements (other than relating to Debt) entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained business that do not, in agreements relating to the sale or other Disposition aggregate, detract from the value of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing of the Borrower or any Subsidiary in any material manner (including non-assignment provisions in leases and licenses), (h) any agreement governing Debt that does not have an Investment Grade Rating at the time of incurrence of such Indebtedness Debt if the negative pledge prohibitions and limitations in such agreement are not more restrictive in any material respect than the direct negative pledge prohibitions and limitations contained in this Agreement, (i) any agreement governing Debt that has an Investment Grade Rating at the time of incurrence of such Debt, (j) any agreement of a Person, or indirect Capital Stock with respect to any property or asset, acquired after the Effective Date (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement was incurred in connection with or in contemplation of such acquisition), if the negative pledge prohibitions and limitations in such agreement are not applicable to any Person, or any property or assets, as applicable, other than the Person, or the property or assets, so acquired, (k) any agreement of a Qualified Securitization Entity, or with respect to any Securitization Assets, if the negative pledge prohibitions and limitations in such agreement are not applicable to any Person, or any assets, as applicable, other than such Qualified Securitization Entity or such Securitization Assets, (l) any agreement prohibiting or limiting the ability of a Foreign Subsidiary, Insured Subsidiary, Qualified Securitization Entity or a Subsidiary of a Foreign Subsidiary, Insured Subsidiary or Qualified Securitization Entity to create, incur, assume or suffer to exist Liens on its assets to secure the Obligations, (m) any agreement imposed by a customer or supplier in the issuer ordinary course of business restricting cash or other deposits or net worth of a Credit Party or Subsidiary, (n) any agreement governing any Derivatives Obligations that constitute Obligations if (1) such Consolidated Secured agreement requires such Derivatives Obligations to be equally and ratably secured with obligations for borrowed money under this Agreement or any other Credit Document, or (2) a termination event or termination right under such agreement would exist if such Derivatives Obligations are not equally and ratably secured with obligations for borrowed money under this Agreement or any other Credit Document, (o) any agreement that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement described in this Section 5.22 from time to time, in whole or in part, if the negative pledge prohibitions and limitations in such agreement are not materially more restrictive, taken as a whole, than the negative pledge prohibitions and limitations in the agreement so amended, modified, restated, renewed, increased, supplemented, refunded, replaced, extended or refinanced and (p) any agreement governing equity or equity-related securities (including Convertible Debt) and debt securities under a Specified Incurrence. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such prohibition or limitation, any such prohibition or limitation with respect to a specified asset or property or group or type of assets or property may also apply to all improvements, additions and accessions thereto, assets and property affixed or appurtenant thereto, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Borrower or any Group Member of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and (including any Incremental Facility Amendment permitted hereby), the other Loan Documents and the First Lien Loan Documents (in the case of the First Lien Loan Documents, as in effect as of the Capital One Credit Agreement and related loan documents theretodate hereof, except for any Incremental Facility Amendment), (b) by operation 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 Requirements the foregoing or Guarantee Obligations in respect of Law; any of the foregoing, (c) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the and similar agreements that restrict transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint ventureof, or otherwise restricting transactions between the equity interests in, joint venture and ventures, (g) licenses or sublicenses by the Borrower and its Subsidiaries; and Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) [reserved], (i) restrictions customary provisions (including customary net worth provisions) in leases, subleases, licenses and sublicenses that restrict the transfer thereof or conditions contained 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 such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in any agreement relating to Consolidated Secured Debt permitted by this Agreement if contemplation of such restrictions or conditions Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (l) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the property assets subject to such Disposition, (m) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (n) customary restrictions on cash or assets securing other deposits imposed by customers under contracts entered into in the ordinary course of business, 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 Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness of such Indebtedness type, so long as the 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 Holdings, the Borrower and the direct or indirect Capital Stock in Restricted Subsidiaries to make any payments required under the issuer of such Consolidated Secured DebtLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its 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, 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) by operation of Requirements of Law; any agreement described in (cand permitted by) [reserved]; clauses (diii), (iv), (v), (vi), (vii) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (except to the extent otherwise subject to limitation under clause (e) customary provisions restricting subletting or assignment below), (viii), (ix), (x) and (xii) of any lease governing a leasehold interest of any Group Member; Section 6.13, (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (gc) customary restrictions and conditions contained in agreements relating to the sale a Permitted Receivables Facility or other Disposition of a Subsidiary or assets pending Permitted Factoring Transaction, (d) restrictions and conditions contained in any documents, agreements and instruments evidencing Permitted Secured Debt assumed in connection with a Permitted Acquisition so long as (i) such sale Permitted Secured Debt is permitted by Section 6.01(r), (provided that ii) such restrictions and conditions apply are applicable only to the Subsidiary Subsidiaries or assets that are Properties acquired pursuant to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; Permitted Acquisition and (iiii) such restrictions and conditions were not created (or conditions contained made more restrictive) in connection with or in anticipation of such Permitted Acquisition and (e) agreements containing negative pledges and restrictions on Liens in favor of any agreement relating to Consolidated Secured Debt holder of Indebtedness permitted by this Agreement under Section 6.01(f), (g), (j), (n), (p), (s), (t) or (u) but, in each case, (x) if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (y) if such 135 Indebtedness is incurred during a Collateral Release Period, only if such negative pledge or restriction permits Liens for the direct or indirect Capital Stock benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a senior basis (in an aggregate principal amount equal to at least the issuer aggregate principal Dollar Amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that such holders of such Consolidated Secured Indebtedness be secured by such Liens equally and ratably or on a junior basis (except to the extent permitted under Section 2.21 in respect of any Incremental Equivalent Debt).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of Borrower or any Group Member of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon on any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Guaranty and Collateral Agreement, 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) by operation any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations, leases of Requirements of Law; Digital Cinema Equipment from any DCIP Entity or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) [reserved]; any agreements relating to Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced) (in each case, to the extent such agreements do not conflict with the provisions of Section 5.9), (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary nonassignment provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into by any Group Member in the ordinary course of business; , (ge) customary restrictions and conditions exceptions set forth in the “Pledged Stock” definition contained in agreements the Guaranty and Collateral Agreement and exceptions relating to the sale or other Disposition Capital Stock of a Subsidiary or assets pending such sale Persons that are not Restricted Subsidiaries, and (provided f) during the period that such the UA Pass-Through Certificates Restriction is in effect, restrictions and conditions apply only with respect to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions UA Subsidiaries contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured DebtUA Pass-Through Trust Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge that agreement with any Person other than the Bank which prohibits or limits the its ability of any Group Member to create, incur, assume create or suffer permit to exist any Lien upon on any of its Property or revenuesto secure the Liabilities, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and any additions, accessions, parts, improvements, and attachments thereto and the other Loan Documents, the Capital One Credit Agreement and related loan documents theretoproceeds thereof), (b) by operation customary restrictions on the assignment of Requirements of Law; leases, licenses and other agreements, (c) [reserved]; any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower or a Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, (d) single purpose entity limitations contained 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 charter documents for Subsidiaries each case, provided that are not Eligible Subsidiaries; any such restriction relates only to the assets or property subject to such Lien or being disposed of), (e) customary provisions restricting subletting or assignment restrictions on the transfer of any lease governing a leasehold interest asset pending the close of any Group Member; the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or consolidation), to the extent in effect pending the consummation of such transaction, and (f) the foregoing shall not apply to customary net worth provisions restricting assignment of any licensing agreement or similar financial maintenance provisions contained in real property leases or other contract agreements entered into by any Group Member a Subsidiary, so long as the Borrower has determined in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided good faith that such restrictions and conditions apply only net worth provisions could not reasonably be expected to impair the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance ability of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating the Subsidiaries to Consolidated Secured Debt permitted by meet their ongoing obligations under this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured DebtAgreement.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member 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 Agreementand Collateral Agreement or other Security Document, other than pursuant to (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (ai) this Agreement and the other Loan DocumentsDocuments (ii) any agreements governing Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the Capital One Credit Agreement assets financed thereby and related loan documents theretoimprovements thereon and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness shall not be materially more restrictive in the good faith judgment of the Company, taken as a whole, than in the relevant refinancing agreement), (b) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (giii) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Restricted Subsidiary or assets pending such sale (sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); , (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (iiv) restrictions or conditions contained in imposed by any agreement relating to Consolidated Secured Debt secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets and improvements thereon securing such Indebtedness Indebtedness, (v) customary provisions in leases and other contracts restricting the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debt.assignment thereof,

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Borrower or any Group Member of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement, 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) by operation the ABL Credit Agreement, any Permitted Term 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 Requirements any of Law; the foregoing, (c) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other Capital Lease Obligations and Indebtedness secured by Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting 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 Amendment Effective Date or granted by the Borrower or any of 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) (in 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 leases, subleases, licenses and sub-licenses that restrict the transfer or encumbrance of Capital Stock in such joint venture thereof or the transfer of the assets owned 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 such joint ventureRestricted Subsidiary first becomes a Restricted Subsidiary, or otherwise restricting transactions between the joint venture so long as such prohibitions and the Borrower limitations were not created in contemplation of such Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary and its Subsidiaries; and , (il) customary restrictions or conditions contained that arise in connection with any agreement relating to Consolidated Secured Debt Disposition permitted by this Agreement if Section 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, (m) negative pledges and restrictions or conditions apply only 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 assets securing the subject of such Indebtedness and the direct proceeds and products thereof (other than Indebtedness constituting any unsecured Junior Debt) as long as such pledges and restrictions do not restrict or indirect Capital Stock impair the ability of the Parent, the Borrower and the Restricted Subsidiaries to comply with their obligations under the Loan Documents, (n) customary provisions contained in an agreement restricting assignment of such agreement entered into in the issuer ordinary course of business, (o) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, and (p) restrictions imposed by any agreement governing Indebtedness entered into after the Amendment Effective 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 Consolidated Secured Debttype, so long as the Borrower shall have determined in good faith that such restrictions will not affect the obligation or ability of the Borrower and the Restricted Subsidiaries to make any payments required to be made by it hereunder, become a Loan Party (to the extent 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 Negative Pledge agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and (including any Permitted Amendment), the other Loan Documents, the Capital One 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 and related loan documents theretoor the Junior Lien Credit Agreement, as applicable)), or any Guarantee Obligations in respect of any of the foregoing, (b) by operation 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 Requirements the foregoing or Guarantee Obligations in respect of Law; 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) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting 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 date hereof), (g) licenses or sublicenses by any Group Member of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) customary provisions (including customary net worth provisions) in leases, subleases, licenses and sublicenses that restrict the transfer or encumbrance of Capital Stock in such joint venture thereof or the transfer of the assets owned subject thereto by such joint venturethe lessee, sublessee, licensee or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and sublicensee, (i) restrictions or conditions contained prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in any agreement relating to Consolidated Secured Debt permitted by this Agreement if contemplation of such restrictions or conditions Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (k) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the property assets subject to such Disposition, (l) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (m) customary restrictions on cash or assets securing other deposits imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and as in effect on the Closing Date and described in Schedule 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 Restricted Subsidiary than the then customary market terms for Indebtedness of such Indebtedness type, so long as Mid-Holdings 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 Holdings, Mid-Holdings and the direct or indirect Capital Stock in Restricted Subsidiaries to make any payments required under the issuer of such Consolidated Secured DebtLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and (including any Permitted Amendment), the other Loan Documents, the Capital One 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 and related loan documents theretoor the ABL Credit Agreement, as applicable)), or any Guarantee Obligations in respect of any of the foregoing, (b) by operation 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 Requirements the foregoing or Guarantee Obligations in respect of Law; 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) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting 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 date hereof), (g) licenses or sublicenses by any Group Member of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) customary provisions (including customary net worth provisions) in leases, subleases, licenses and sublicenses that restrict the transfer or encumbrance of Capital Stock in such joint venture thereof or the transfer of the assets owned subject thereto by such joint venturethe lessee, sublessee, licensee or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and sublicensee, (i) restrictions or conditions contained prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in any agreement relating to Consolidated Secured Debt permitted by this Agreement if contemplation of such restrictions or conditions Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (k) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the property assets subject to such Disposition, (l) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (m) customary restrictions on cash or assets securing other deposits imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and as in effect on the Closing Date and described in Schedule 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 Restricted Subsidiary than the then customary market terms for Indebtedness of such Indebtedness type, so long as Mid-Holdings 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 Holdings, Mid-Holdings and the direct or indirect Capital Stock in Restricted Subsidiaries to make any payments required under the issuer of such Consolidated Secured DebtLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Borrower Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and (including any Permitted Amendment), the other Loan Documents, the Capital One Credit Agreement and related loan documents theretoSenior Secured Notes Documents, any Senior Secured Bridge Documents, or any Guarantee Obligations in respect of any of the foregoing, (b) any agreements governing any Indebtedness permitted by operation Section 6.2(f), (g), (o) or (y), any Refinancing Indebtedness with respect to any of Requirements the foregoing or Guarantee Obligations in respect of Law; 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) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by any Borrower Group Member of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) customary provisions (including customary net worth provisions) in leases, subleases, licenses and sublicenses that restrict the transfer or encumbrance of Capital Stock in such joint venture thereof or the transfer of the assets owned subject thereto by such joint venturethe lessee, sublessee, licensee or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and sublicensee, (i) restrictions or conditions contained prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in any agreement relating to Consolidated Secured Debt permitted by this Agreement if contemplation of such restrictions or conditions Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (k) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the property assets subject to such Disposition, (l) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (m) customary restrictions on cash or assets securing other deposits imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and as in effect on the Closing Date and described in Schedule 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 Restricted Subsidiary than the then customary market terms for Indebtedness of such Indebtedness type, so long as the Initial 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 Initial Borrower and the direct or indirect Capital Stock in Restricted Subsidiaries to make any payments required under the issuer of such Consolidated Secured DebtLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of Borrower or any Group Member of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon on any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Guaranty and Collateral Agreement, 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) by operation of Requirements of Law; any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) [reserved]; any agreements relating to Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced) (in each case, to the extent such agreements do not conflict with the provisions of Section 5.9), (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary nonassignment provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into by any Group Member in the ordinary course of business; , (ge) customary restrictions and conditions exceptions set forth in the “Pledged Stock” definition contained in agreements the Guaranty and Collateral Agreement and exceptions relating to the sale or other Disposition Capital Stock of a Subsidiary or assets pending such sale Persons that are not Restricted Subsidiaries, and (provided f) during the period that such the UA Pass-Through Certificates Restriction is in effect, restrictions and conditions apply only with respect to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions UA Subsidiaries contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured DebtUA Pass-Through Trust 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 Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Guarantor, its obligations Loan Parties under the Guarantee AgreementCredit Documents, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Credit Documents, the Capital One Credit Agreement and related loan documents thereto, (b) conditions imposed by operation of Requirements of Law; law, regulation, court order, rule or decree, (c) [reserved]; 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 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) single purpose entity limitations restrictions contained in charter documents for Subsidiaries that are the Arrow Note Documents or any other evidence of Indebtedness so long as not Eligible Subsidiaries; materially more restrictive in the aggregate than the Arrow Note Documents, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition Property of a Subsidiary or assets pending that is in effect at the time such sale Person becomes a Subsidiary (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary), (f) any restrictions and conditions apply only with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Subsidiary Disposition of all or substantially all of the Capital Stock or assets that are to be sold and of such sale Subsidiary, (g) any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by subsection 12.2 so long as such agreement does not restrict any Lien securing any Property of the Company or other Disposition is permitted hereunder); any Domestic Subsidiary, (h) customary provisions in joint venture agreements restricting with suppliers to the transfer Company or encumbrance affiliates of Capital Stock in such joint venture suppliers to the Company or the assets owned any Subsidiary relating to any inventory supplied by such joint venture, suppliers or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; affiliates of such suppliers and (i) any restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only Hedging Agreements that require the granting of liens to the property or assets counterparty thereunder on an equal and ratable basis with Liens securing such Indebtedness and the direct or indirect Capital Stock in obligations of the issuer of such Consolidated Secured DebtLoan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of a Loan Party or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Documents, (b) the Senior Subordinated Notes or the Senior Subordinated Note Indenture or any other Indebtedness to the extent the prohibitions or limitations to so create, incur, assume or suffer to exist such Liens are not more restrictive in any material respect than those set forth in the Senior Subordinated Note Indenture (as in effect on the Closing Date or as modified pursuant to Section 7.9(c)), (c) any agreements governing (x) any purchase money Liens or Capital One Credit Agreement Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or (y) any Indebtedness incurred pursuant to Section 7.2(k), (o) or (p) to the extent such prohibition or limitation only to the extent the assets acquired in connection with such incurrence, (d) customary restrictions on assignment of contracts contained therein, (e) customary restrictions with respect to an asset imposed pursuant to an agreement for the Disposition (which Disposition is permitted by Section 7.5) of such asset, (f) agreements which are (i) binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary, (ii) are customary provisions in joint venture agreements and related loan documents other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such joint venture and entered into in the ordinary course of business, (iii) are customary restrictions in leases, subleases, licenses or asset sale arrangements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (biv) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Group Member; Subsidiary, and (fv) customary provisions restricting assignment of any licensing agreement are restrictions on cash or other contract deposits imposed by customers under contracts entered into by any Group Member in the ordinary course of business; business and (g) customary restrictions and conditions contained in agreements relating any prohibition or limitation that exists pursuant to the sale or other Disposition applicable Requirements of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured DebtLaw.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, 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) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment any agreement of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of Person which becomes a Subsidiary of the Company or assets pending 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 sale (agreement governing acquired Indebtedness permitted under Subsection 7.2(g), provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt so permitted by in accordance with this Agreement if such restrictions or conditions clause (b) shall apply only to the property or assets securing acquired, directly or indirectly, by the Company pursuant to such Indebtedness and Permitted Acquisition, (c) agreements that restrict in a customary manner the direct subletting, assignment or indirect Capital Stock 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) customary provisions restricting dispositions of real property interests set forth in any easement or similar agreements, (e) agreements in connection with the issuer sale or disposition of any assets of the Company or the sale or disposition of a Subsidiary (or any of its property or assets), in any such case as permitted under this Agreement, pending the closing of such Consolidated Secured Debtsale or disposition, (f) any industrial revenue bonds, purchase money mortgages or Financing Leases permitted by this Agreement (in which cases, any prohibition or limitation shall only be effective against the assets financed thereby) and (g) agreements creating Liens permitted to be incurred pursuant to subsection 7.3, so long as such agreements do not 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.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, 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) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment any agreement of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of Person which becomes a Subsidiary of the Company or assets pending 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 sale (agreement governing acquired Indebtedness permitted under subsection 7.2(d), provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt so permitted by in accordance with this Agreement if such restrictions or conditions clause (b) shall apply only to the property or assets securing acquired, directly or indirectly, by the Company pursuant to such Permitted Acquisition, (c) agreements that restrict in a customary manner the subletting, assignment or 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) customary provisions restricting dispositions of real property interests set forth in any easement or similar agreements, (e) agreements in connection with the sale or disposition of any assets of the Company or the sale or disposition of a Subsidiary (or any of its property or assets), in any such case as permitted under this Agreement, pending the closing of such sale or disposition, (f) any industrial revenue bonds, purchase money mortgages or Financing Leases permitted by this Agreement (in which cases, any prohibition or limitation shall only be effective against the assets financed thereby) and (g) agreements governing Indebtedness and the direct or indirect Capital Stock 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 issuer case of any agreement described in this clause (g), such Consolidated Secured Debtagreement does not prohibit or limit in any manner the ability of Intermediate Holdings, the Company or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien securing any Obligations on any Collateral.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the ABL Administrative Borrower or any Group Member of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement, 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) by operation the Term Loan Credit Agreement, any agreements governing any Permitted FILO 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 Requirements of Law; the foregoing, (c) [reserved]; any agreements governing any Indebtedness permitted by Section 6.2(c) and any other Capital Lease Obligations and Indebtedness secured by Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the and similar agreements that restrict transfer of or encumbrance of Capital Stock in such joint venture or the liens on assets owned by such joint ventureof, or otherwise restricting transactions between equity interests in, joint ventures, (g) non-exclusive licenses or sub-licenses by the joint venture 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 Closing Date or granted by the ABL Administrative Borrower or any of its Restricted Subsidiaries in the ordinary course of business, exclusive licenses and sub-licenses of Intellectual Property within the Borrower confines of a particular jurisdiction or territory outside of the United States and its Subsidiaries; Canada) (in 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) restrictions customary provisions in leases, subleases, licenses and sublicenses that restrict the transfer thereof or conditions contained 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 such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in any agreement relating to Consolidated Secured Debt permitted by this Agreement if contemplation of such restrictions or conditions Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (l) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such 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 assets securing the subject of such Indebtedness and the direct proceeds and products thereof (other than Indebtedness constituting any unsecured Junior Debt) as long as such pledges and restrictions do not restrict or indirect Capital Stock impair the ability of the Parent, the ABL Administrative Borrower and the Restricted Subsidiaries to comply with their obligations under the Loan Documents, (n) customary provisions contained in an agreement restricting assignment of such agreement entered into in the issuer ordinary course of business, (o) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, and (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 ABL Administrative Borrower, no more restrictive with respect to the ABL Administrative Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness of such Consolidated Secured Debttype, so long as the ABL Administrative Borrower shall have determined in good faith that such restrictions will not affect the obligation or ability of the ABL Administrative Borrower and the Restricted Subsidiaries to make any payments required to be made by it hereunder, become a Loan Party (to the extent 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 Neither any Credit Party nor any Subsidiary shall enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member such Credit Party or Subsidiary 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 the case of any Guarantor, its obligations under the Guarantee AgreementObligations, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Credit Documents, the Capital One Credit Agreement and related loan documents thereto, (b) any agreement governing any Liens not prohibited by operation of Requirements of Law; Section 5.9 (in each case under this clause (b) other than Section 5.9(k), any prohibition or limitation shall only be effective against the assets permitted to be pledged thereby), (c) [reserved]; any agreement in existence on the First Amendment Effective Date, including the 2014 Indenture and the Indentures dated as of March 29, 2012 and November 20, 2012, with the Borrower, as issuer, and in each case the supplemental indentures thereto in existence on the First Amendment Effective Date, (d) single purpose entity limitations any agreement with respect to customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of agreement with any Group Member; Governmental Authority, (f) customary provisions restricting assignment of any licensing merger agreement or any agreement for the sale or other contract disposition of an asset, including the Capital Stock or other securities or obligations of a Subsidiary, if such disposition is made in compliance with this Agreement, including Section 5.7 of this Agreement, (g) any agreements (other than relating to Debt) entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained business that do not, in agreements relating to the sale or other Disposition aggregate, detract from the value of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing of the Borrower or any Subsidiary in any material manner (including non-assignment provisions in leases and licenses), (h) any agreement governing Debt that does not have an Investment Grade Rating at the time of incurrence of such Indebtedness Debt if the negative pledge prohibitions and limitations in such agreement are not more restrictive in any material respect than the direct or indirect Capital Stock negative pledge prohibitions and limitations contained in the issuer 2014 Indenture, (i) any agreement governing Debt that has an Investment Grade Rating at the time of incurrence of such Consolidated Secured Debt, (j) any agreement of a Person, or with respect to any property or asset, acquired after the First Amendment Effective Date (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement was incurred in connection with or in contemplation of such acquisition), if the negative pledge prohibitions and limitations in such agreement are not applicable to any Person, or any property or assets, as applicable, other than the Person, or the property or assets, so acquired, (k) any agreement of a Qualified Securitization Entity, or with respect to any Securitization Assets, if the negative pledge prohibitions and limitations in such agreement are not applicable to any Person, or any assets, as applicable, other than such Qualified Securitization Entity or such Securitization Assets, (l) any agreement prohibiting or limiting the ability of a Foreign Subsidiary, Insured Subsidiary, Qualified Securitization Entity or a Subsidiary of a Foreign Subsidiary, Insured Subsidiary or Qualified Securitization Entity to create, incur, assume or suffer to exist Liens on its assets to secure the Obligations, (m) any agreement imposed by a customer or supplier in the ordinary course of business restricting cash or other deposits or net worth of a Credit Party or Subsidiary, (n) any agreement governing any Derivatives Obligations that constitute Obligations if (1) such agreement requires such Derivatives Obligations to be equally and ratably secured with obligations for borrowed money under this Agreement or any other Credit Document, or (2) a termination event or termination right under such agreement would exist if such Derivatives Obligations are not equally and ratably secured with obligations for borrowed money under this Agreement or any other Credit Document, and (o) any agreement that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement described in this Section 5.22 from time to time, in whole or in part, if the negative pledge prohibitions and limitations in such agreement are not materially more restrictive, taken as a whole, than the negative pledge prohibitions and limitations in the agreement so amended, modified, restated, renewed, increased, supplemented, refunded, replaced, extended or refinanced. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such prohibition or limitation, any such prohibition or limitation with respect to a specified asset or property or group or type of assets or property may also apply to all improvements, additions and accessions thereto, assets and property affixed or appurtenant thereto, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of Holdings, the Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, 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) by operation of Requirements of Law; the Senior Note Indenture, (c) [reserved]; any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; any agreements evidencing a Receivable Financing Transaction permitted by Section 7.5(l), (e) customary provisions restricting subletting or assignment any agreements of any lease Foreign Subsidiary governing a leasehold interest Indebtedness of such Foreign Subsidiary incurred pursuant to Section 7.2 (in which case, any Group Member; prohibition or limitation shall only be effective against the assets of such Foreign Subsidiary and its Foreign Subsidiaries), (f) customary provisions restricting assignment 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 assets of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; such Subsidiary) and (g) customary restrictions and conditions contained in any agreements relating to governing Indebtedness permitted by Section 7.2 incurred by the sale Borrower or other Disposition of a any Domestic Subsidiary or assets pending such sale (provided that any such restrictions and conditions apply only to the Subsidiary prohibition or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions limitation shall in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and any event permit Liens securing (i) restrictions the Indebtedness and other obligations under the Loan Documents (as such agreements may be amended, including any amendment and restatement thereof, supplemented or conditions contained otherwise 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 lenders), and any Guarantee Obligations in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing respect of such Indebtedness and other obligations, in an aggregate principal amount at least equal to the direct then aggregate of 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 indirect Capital Stock extensions thereof that do not increase the principal amount thereof), and (ii) Hedge Agreements with any Lender or Lender Affiliate, and any Guarantee Obligations in the issuer respect of such Consolidated Secured DebtHedge Agreements.

Limitation on Negative Pledge Clauses. Enter Neither any Credit Party nor any Subsidiary shall enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member such Credit Party or Subsidiary 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 the case of any Guarantor, its obligations under the Guarantee AgreementObligations, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Credit Documents, the Capital One Credit Agreement and related loan documents thereto, (b) any agreement governing any Liens not prohibited by operation of Requirements of Law; Section 5.9 (provided that, in each case under this clause (b), other than with respect to Section 5.9(k), any prohibition or limitation contained therein relates only to the asset or assets subject to such Lien permitted thereby), (c) [reserved]; any agreement in existence on the Effective Date, including, without limitation, the indentures dated as of March 29, 2012, November 20, 2012, July 29, 2014, November 19, 2015, October 27, 2016, and March 14, 2017, with the Borrower, as issuer, and in each case the supplemental indentures thereto in existence on the Effective Date, (d) single purpose entity limitations any agreement with respect to customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of agreement with any Group Member; Governmental Authority, (f) customary provisions restricting assignment of any licensing merger agreement or any agreement for the sale or other contract disposition of an asset, including the Capital Stock or other securities or obligations of a Subsidiary, if such disposition is made in compliance with this Agreement, including Section 5.7 of this Agreement, (g) any agreements (other than relating to Debt) entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained business that do not, in agreements relating to the sale or other Disposition aggregate, detract from the value of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing of the Borrower or any Subsidiary in any material manner (including non-assignment provisions in leases and licenses), (h) any agreement governing Debt that does not have an Investment Grade Rating at the time of incurrence of such Indebtedness Debt if the negative pledge prohibitions and limitations in such agreement are not more restrictive in any material respect than the direct negative pledge prohibitions and limitations contained in this Agreement, (i) any agreement governing Debt that has an Investment Grade Rating at the time of incurrence of such Debt, (j) any agreement of a Person, or indirect Capital Stock with respect to any property or asset, acquired after the Effective Date (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement was incurred in connection with or in contemplation of such acquisition), if the negative pledge prohibitions and limitations in such agreement are not applicable to any Person, or any property or assets, as applicable, other than the Person, or the property or assets, so acquired, (k) any agreement of a Qualified Securitization Entity, or with respect to any Securitization Assets, if the negative pledge prohibitions and limitations in such agreement are not applicable to any Person, or any assets, as applicable, other than such Qualified Securitization Entity or such Securitization Assets, (l) any agreement prohibiting or limiting the ability of a Foreign Subsidiary, Insured Subsidiary, Qualified Securitization Entity or a Subsidiary of a Foreign Subsidiary, Insured Subsidiary or Qualified Securitization Entity to create, incur, assume or suffer to exist Liens on its assets to secure the Obligations, (m) any agreement imposed by a customer or supplier in the issuer ordinary course of business restricting cash or other deposits or net worth of a Credit Party or Subsidiary, (n) any agreement governing any Derivatives Obligations that constitute Obligations if (1) such Consolidated Secured Debtagreement requires such Derivatives Obligations to be equally and ratably secured with obligations for borrowed money under this Agreement or any other Credit Document, or (2) a termination event or termination right under such agreement would exist if such Derivatives Obligations are not equally and ratably secured with obligations for borrowed money under this Agreement or any other Credit Document, and (o) any agreement that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement described in this Section 5.22 from time to time, in whole or in part, if the negative pledge prohibitions and limitations in such agreement are not materially more restrictive, taken as a whole, than the negative pledge prohibitions and limitations in the agreement so amended, modified, restated, renewed, increased, supplemented, refunded, replaced, extended or refinanced. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such prohibition or limitation, any such prohibition or limitation with respect to a specified asset or property or group or type of assets or property may also apply to all improvements, additions and accessions thereto, assets and property affixed or appurtenant thereto, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of Holdings, the Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, 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) the Senior Subordinated Note Indenture and any agreements governing Indebtedness permitted by operation of Requirements of Law; Sections 7.2(f) and (i), to the extent such agreements are no more restrictive than the Senior Subordinated Note Indenture, (c) [reserved]; any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Foreign Subsidiary permitted by Section 7.2(h) (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Foreign Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted by Section 7.2(g) (in which case any Group Member; such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 7.3(k)), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the and similar agreements that restrict transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint ventureof, or otherwise restricting transactions between the equity interests in, joint venture and ventures, (g) licenses or sublicenses by the Borrower and its Subsidiaries; Subsidiaries of Intellectual Property in the ordinary course of business (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 (i) restrictions or conditions contained provisions in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to leases that restrict the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer transfer of such Consolidated Secured Debtlease by the lessee.

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 Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Guarantor, its obligations Loan Parties under the Guarantee AgreementCredit Documents, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Credit Documents, the Capital One Credit Agreement and related loan documents thereto, (b) conditions imposed by operation of Requirements of Law; law, regulation, court order, rule or decree, (c) [reserved]; 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 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) single purpose entity limitations restrictions contained in charter documents for Subsidiaries that are the Arrow Note Documents or any other evidence of Indebtedness so long as not Eligible Subsidiaries; materially more restrictive in the aggregate than the Arrow Note Documents, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition Property of a Subsidiary or assets pending that is in effect at the time such sale Person becomes a Subsidiary (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary), (f) any restrictions and conditions apply only with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Subsidiary Disposition of all or substantially all of the Capital Stock or assets that are to be sold and of such sale Subsidiary, (g) any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by Section 12.2 so long as such agreement does not restrict any Lien securing any Property of the Company or other Disposition is permitted hereunder); any Domestic Subsidiary, (h) customary provisions in joint venture agreements restricting with suppliers to the transfer Company or encumbrance of Capital Stock in such joint venture or the assets owned any Subsidiary relating to any inventory supplied by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; suppliers and (i) any restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only Hedging Agreements that require the granting of liens to the property or assets counterparty thereunder on an equal and ratable basis with Liens securing such Indebtedness and the direct or indirect Capital Stock in obligations of the issuer of such Consolidated Secured DebtLoan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become any agreement, other than in connection with Indebtedness secured by any Lien permitted by Section 7.2 (in which case, any restriction shall only be effective any Negative Pledge that prohibits or limits against the assets subject to such Lien), which restricts the ability of DW Animation or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired, to exclusively secure with such property, assets or revenues the obligations of DW Animation hereunder or Guarantee Obligations orin respect thereof, except for any such restriction existing under or by reason of (a) customary provisions in leases and other agreements restricting the assignment thereof, (b)(i) in the case of any GuarantorSubsidiary acquired after August 10, 2012 that is not wholly owned, directly or indirectly, by DW Animation, restrictions or conditions imposed by its obligations under organizational documents that are binding on such Subsidiary at the Guarantee Agreementtime such Subsidiary is acquired, so long as such restrictions were not entered into solely in contemplation of such acquisition (provided that for so long as such restrictions are applicable, no other than Subsidiary may be merged or consolidated with such Subsidiary if the property subject to such restrictions would be expanded as a result of such merger or consolidation) or (ii) any restrictions or conditions which are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and other similar arrangements permitted hereunder; provided that in each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) case in this Agreement and the other Loan Documents, the Capital One Credit Agreement and related loan documents thereto, clause (b) by operation such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of Requirements of Law; such Subsidiary, (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets any asset of DW Animation or any Subsidiary, in each case pending such sale (sale; provided that such restrictions and conditions apply only to the such Subsidiary or the assets that are to be sold and and, in each case, such sale or other Disposition is permitted hereunder); hereunder or (hd) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) any restrictions or conditions contained in existing under any agreement relating that amends, refinances or replaces any agreement containing the restrictions referred to Consolidated Secured Debt permitted by this Agreement if in clause (a), (b) or (c) above so long as such restrictions or conditions apply only to agreement does not expand the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer scope of such Consolidated Secured Debtrestrictions.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of Borrower or any Group Member of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon on any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Guaranty and Collateral Agreement, 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) by operation of Requirements of Law; any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) [reserved]; any agreements relating to Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced) (in each case, to the extent such agreements do not conflict with the provisions of Section 5.9), (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary nonassignment provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into by any Group Member in the ordinary course of business; , (ge) customary restrictions and conditions exceptions set forth in the "Pledged Stock" definition contained in agreements the Guaranty and Collateral Agreement and exceptions relating to the sale or other Disposition Capital Stock of a Subsidiary or assets pending such sale Persons that are not Restricted Subsidiaries, and (provided f) during the period that such the UA Pass-Through Certificates Restriction is in effect, restrictions and conditions apply only with respect to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions UA Subsidiaries contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured DebtUA Pass-Through Trust Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of the Borrower or any Group Member 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 Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and Agreement, the other Loan Documents, the Capital One Credit Agreement Documents and any related loan documents theretodocuments, (b) any industrial revenue or Posting Version 12/7/17 development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Transaction or Permitted Receivables Transaction permitted by operation this Agreement (in which cases, any prohibition or limitation shall only be effective against the assets financed or acquired thereby) or operating leases of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract real property entered into by any Group Member in the ordinary course of business; , (c) 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, (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) customary restrictions and or conditions contained with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) restrictions under agreements evidencing or governing or otherwise relating to the sale or other Disposition Indebtedness permitted under subsection 8.2 of any Subsidiary that is not (and is not required to become) a Subsidiary or assets pending such sale (Loan Party; provided that such restrictions and conditions apply relate only to the Subsidiary or assets that are to be sold and of such sale or other Disposition is permitted hereunder); Subsidiary, (hi) customary provisions in joint venture and similar agreements restricting the transfer or encumbrance granting of Liens in the Capital Stock in of such joint venture entity (so long as such Person is not a Loan Party or the assets owned by such joint venture, a Subsidiary) and (j) provisions under agreements evidencing or governing or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt Indebtedness permitted by under subsection 8.2(e) requiring that such Indebtedness be secured ratably with any Liens securing the Indebtedness under this Agreement if including any such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock provisions as may be set forth in the issuer of such Consolidated Secured Debtdocuments and instruments evidencing the Existing GPI Facilities.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of the Company or any Group Member 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 Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) (i) this Agreement and Agreement, the other Loan DocumentsDocuments and any related documents, and (ii) the Existing Note Indentures, the Capital One Credit Agreement Existing Notes and any related loan documents theretodocuments, (b) any industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Transaction or Permitted Receivables Transaction permitted by operation this Agreement (in which cases, any prohibition or limitation shall only be effective against the assets financed or acquired thereby) or operating leases of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract real property entered into by any Group Member in the ordinary course of business; , (c) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company 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, (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) customary restrictions and or conditions contained with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) restrictions under agreements evidencing or governing or otherwise relating to the sale or other Disposition Indebtedness permitted under subsection 8.2 of any Subsidiary that is not (and is 159 not required to become) a Subsidiary or assets pending such sale (Loan Party; provided that such restrictions and conditions apply relate only to the Subsidiary or assets that are to be sold and of such sale or other Disposition is permitted hereunder); Subsidiary, (hi) customary provisions in joint venture and similar agreements restricting the transfer or encumbrance granting of Liens in the Capital Stock in of such joint venture entity (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 assets owned by extent the prohibitions or limitations related to such joint ventureIndebtedness, taken as a whole, are not materially more restrictive with respect to such prohibitions and limitations, taken as a whole, than those set forth in this Agreement, the other Loan Documents and any related documents, or otherwise restricting transactions between to the joint venture and extent requiring that such Indebtedness be secured ratably with any Liens securing the Borrower and its Subsidiaries; Indebtedness under this Agreement, and (ik) restrictions any prohibitions or conditions contained limitations that arise in connection with any agreement relating to Consolidated Secured Debt Disposition permitted by this Agreement if such restrictions subsection 8.5 or conditions apply only 8.6 and relate solely to the property asset or assets securing Person subject to such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured DebtDisposition.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, 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) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment any agreement of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of Person which becomes a Subsidiary of the Company or assets pending 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 sale (agreement governing acquired Indebtedness permitted under Subsection 7.2(g), provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt so permitted by in accordance with this Agreement if such restrictions or conditions clause (b) shall apply only to the property or assets securing acquired, directly or indirectly, by the Company pursuant to such Indebtedness Permitted Acquisition, (c) agreements that restrict in a customary manner the subletting, assignment or 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) customary provisions restricting dispositions of real property interests set forth in any easement or similar agreements, (e) agreements in connection with the sale or disposition of any assets of the Company or the sale or disposition of a Subsidiary (or any of its property or assets), in any such case as permitted under this Agreement, pending the closing of such sale or disposition, (f) any industrial revenue bonds, purchase money mortgages or Financing Leases permitted by this Agreement (in which cases, any prohibition or limitation shall only be effective against the assets financed thereby), (g) agreements creating Liens permitted to be incurred pursuant to subsection 7.3, so long as such agreements do not 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 the direct or indirect Capital Stock (h) such restrictions as exist in the issuer of such Consolidated Secured DebtSenior Subordinated Note Indenture as in effect on the Closing Date.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and (including any Permitted Amendment), the other Loan Documents, and the Capital One Credit Agreement and related loan documents theretoTerm Loan Documents or any Guarantee Obligations in respect of any of the foregoing, (b) by operation any agreements governing any 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 Requirements the foregoing or Guarantee Obligations in respect of Law; any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such 150 Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) [reserved]; any agreements governing any Indebtedness permitted under Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) single purpose entity limitations contained any agreements governing Indebtedness of any Excluded Subsidiary permitted under Section 6.2 (in charter documents for Subsidiaries that are not Eligible which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries; ), (e) customary provisions restricting subletting or assignment of any lease agreements governing a leasehold interest of Indebtedness permitted under Section 6.2(g) (in which case any Group Member; 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), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sub-licenses by any Group Member of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) customary provisions (including customary net worth provisions) in leases, subleases, licenses and sub-licenses that restrict the transfer or encumbrance of Capital Stock in such joint venture thereof or the transfer of the assets owned subject thereto by such joint venturethe lessee, sublessee, licensee or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and 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 such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in contemplation of such Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (k) customary restrictions that arise in connection with any Disposition permitted under Section 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, (l) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (m) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and as in effect on the Closing Date and described in Schedule 6.10, (o) [reserved], (p) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement relating to Consolidated Secured Debt permitted by this Agreement if which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that such restrictions or conditions apply only to agreement prohibits the encumbrance of solely the property or assets securing 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, (q) 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 restrictions would not, or would not reasonably be expected to, restrict or impair, in any material respect, the ability of the Borrower and the direct or indirect Capital Stock in Restricted Subsidiaries to make any payments required under the issuer of such Consolidated Secured DebtLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member 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 Agreementand Collateral Agreement or other Security Document, 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) by operation of Requirements of Law; any Lien arising pursuant to any Permitted Securitization Documents, (c) [reserved]documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) single purpose entity limitations documentation governing 151 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 charter documents for Subsidiaries this Agreement), so long as the Company has determined that are such restrictions will not Eligible Subsidiaries; materially impair its ability to make payments due hereunder), (e) customary provisions restricting subletting any agreements governing any purchase money Liens (or assignment 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 lease governing Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a leasehold interest of any Group Memberwhole, than that in the relevant refinanced agreement); (f) customary provisions restricting restrictions on the assignment of any licensing agreement or other contract leases, licenses and contracts 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 that is to be sold (or whose assets that are to be sold sold) and such sale or other Disposition is permitted hereunder); (hi) 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 restricting and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the transfer 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 encumbrance of Capital Stock in any Permitted Refinancing thereof (including successive refinancings) so long as such joint venture or provisions are not materially more restrictive on the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower Company and its Subsidiaries; and (i) restrictions or conditions Restricted Subsidiaries than those contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debtrefinanced.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, 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) or by operation of Requirements of Law; (cb) [reserved]in connection with the Specified Master Trust Notes Documents, but solely with respect to Subsidiaries that are not Eligible Subsidiaries, provided that, such prohibition or limitation shall only be effective against the assets financed thereby and the Capital Stock of any Subsidiary party thereto; (dc) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (ed) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (fe) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (gf) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (hg) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock equity interests in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (ih) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock Equity Interests in the issuer of such Consolidated Secured Debt.”

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 Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Guarantor, its obligations Loan Parties under the Guarantee AgreementCredit Documents, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Credit Documents, the Capital One Credit Agreement and related loan documents thereto, (b) conditions imposed by operation of Requirements of Law; law, regulation, court order, rule or decree, (c) [reserved]; agreements relating to Property encumbered by Liens permitted by Section 11.3 as long as such agreements apply only to the Property encumbered by such Liens, (d) single purpose entity limitations restrictions contained in charter documents for Subsidiaries that are the Arrow Note Documents or any other evidence of Indebtedness so long as not Eligible Subsidiaries; materially more restrictive in the aggregate than the Arrow Note Documents, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition Property of a Subsidiary or assets pending that is in effect at the time such sale Person becomes a Subsidiary (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary), (f) any restrictions and conditions apply only with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Subsidiary Disposition of all or substantially all of the Capital Stock or assets that are to be sold and of such sale Subsidiary, (g) any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by Section 11.2 so long as such agreement does not restrict any Lien securing any Property of the Company or other Disposition is permitted hereunder); any Domestic Subsidiary, (h) customary provisions in joint venture agreements restricting with suppliers to the transfer Company or encumbrance of Capital Stock in such joint venture or the assets owned any Subsidiary relating to any inventory supplied by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; suppliers and (i) any restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only Hedging Agreements that require the granting of liens to the property or assets counterparty thereunder on an equal and ratable basis with Liens securing such Indebtedness and the direct or indirect Capital Stock in obligations of the issuer of such Consolidated Secured DebtLoan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of the Company or any Group Member 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 Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and Agreement, the other Loan Documents, the Capital One Credit Agreement Documents and any related loan documents theretodocuments, (b) any industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Transaction or Permitted Receivables Transaction permitted by operation this Agreement (in which cases, any prohibition or limitation shall only be effective against the assets financed or acquired thereby) or operating leases of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract real property entered into by any Group Member in the ordinary course of business; , (c) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company 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, (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) customary restrictions and or conditions contained with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) restrictions under agreements evidencing or governing or otherwise relating to the sale or other Disposition Indebtedness permitted under subsection 8.2 of any Subsidiary that is not (and is not required to become) a Subsidiary or assets pending such sale (Loan Party; provided that such restrictions and conditions apply relate only to the Subsidiary or assets that are to be sold and of such sale or other Disposition is permitted hereunder); Subsidiary, (hi) customary provisions in joint venture and similar agreements restricting the transfer or encumbrance granting of Liens in the Capital Stock in of such joint venture entity (so long as such Person is not a Loan Party or the assets owned by such joint venture, a Subsidiary) and (j) provisions under agreements evidencing or governing or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt Indebtedness permitted by under subsection 8.2(e) requiring that such Indebtedness be secured ratably with any Liens securing the Indebtedness under this Agreement if including any such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock provisions as may be set forth in the issuer of such Consolidated Secured Debtdocuments and instruments evidencing Partnership Transaction Assumed Indebtedness.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of Holdings, the Borrower, the Cayman Borrower or any Group Member of their respective Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, 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) by operation of Requirements of Law; the First Lien Documentation, (c) [reserved]; the Revolving Loan Agreement and documents evidencing Permitted Revolving Credit Refinancing Indebtedness, (d) single purpose entity limitations contained any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in charter documents for Subsidiaries that are not Eligible Subsidiaries; which case, any prohibition or limitation shall only be effective against the assets financed thereby), (e) customary provisions restricting subletting restrictions and conditions reasonably satisfactory to the Administrative Agent existing on the date hereof identified on Schedule 7.13 (but not to any amendment or assignment of modification expanding the scope or duration of, any lease governing a leasehold interest of any Group Member; such restriction or condition), (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a all or substantially all of the Capital Stock or any assets of such Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); , (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (ig) restrictions or conditions contained in imposed by any agreement relating to Consolidated Secured Debt Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness permitted Lien, (h) customary provisions in leases, licenses and other contracts restricting the direct or indirect Capital Stock assignment thereof and (i) customary restrictions in the issuer of such Consolidated Secured Debtjoint ventures and similar agreements.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge that agreement which prohibits or limits the ability of the Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its 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 Agreementapplicable Subsidiary Guaranty, 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) the Senior Note Indenture (or the documentation in respect of any exchange, refinancing, extension or renewal of the Senior Note Indebtedness permitted by operation of Requirements of Law; Section 6.02(d)(ii)), (c) [reserved]; any agreements entered into by a Receivables Transfer Subsidiary in respect of its assets or property, (d) single purpose entity limitations contained any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in charter documents for Subsidiaries that are not Eligible Subsidiaries; which case, any prohibition or limitation shall only be effective against the assets financed thereby) and shall be limited by the provisions of Section 6.02(i), (e) customary provisions restricting subletting any restrictions regarding encumbrances on property leased by the Borrower or assignment of any lease governing a leasehold interest of any Group Member; Subsidiary contained in the documents relating to the relevant lease, (f) customary provisions restricting assignment in an agreement for the purchase or acquisition of any licensing Accounts or credit card accounts otherwise permitted hereunder, that (i) prior to 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 otherwise transfer its rights under such agreement or other contract entered into by (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 Group Member in the ordinary course of business; surviving indemnification rights under such agreement, (g) customary any restrictions on encumbrances on property imposed by applicable requirements of law, the OCC Agreement or by any Bank Regulatory Authority and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions the restrictions applicable to the MWSF Regulatory Compliance Account (as defined in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint ventureSection 5.12 hereof), or otherwise restricting transactions between the joint venture and provided that the Borrower and its Subsidiaries; and (i) restrictions shall not, nor shall it permit or conditions contained in cause any agreement relating Subsidiary to, grant a Lien on the MWSF Regulatory Compliance Account or any properxx xx xxxxxxt therein or credited thereto, except to Consolidated Secured Debt the Collateral Agent to the extent permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness applicable laws and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debtregulations.

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 Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Guarantor, its obligations Loan Parties under the Guarantee AgreementCredit Documents, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Credit Documents, the Capital One Credit Agreement and related loan documents thereto, (b) conditions imposed by operation of Requirements of Law; law, regulation, court order, rule or decree, (c) [reserved]; 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 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) single purpose entity limitations restrictions contained in charter documents for Subsidiaries that are the Arrow Note Documents or any other evidence of Indebtedness so long as not Eligible Subsidiaries; materially more restrictive in the aggregate than the Arrow Note Documents, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition Property of a Subsidiary or assets pending that is in effect at the time such sale Person becomes a Subsidiary (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary), (f) any restrictions and conditions apply only with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Subsidiary Disposition of all or substantially all of the Capital Stock or assets that are to be sold and of such sale Subsidiary, (g) any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by subsection 12.2 so long as such agreement does not restrict any Lien securing any Property of the Company or any Domestic Subsidiary (other Disposition is permitted hereunderthan the Capital Stock of such Foreign Subsidiary); , (h) customary provisions in joint venture agreements restricting with suppliers to the transfer Company or encumbrance affiliates of Capital Stock in such joint venture suppliers to the Company or the assets owned any Subsidiary relating to any inventory supplied by such joint venture, suppliers or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; affiliates of such suppliers and (i) any restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only Hedging Agreements that require the granting of liens to the property or assets counterparty thereunder on an equal and ratable basis with Liens securing such Indebtedness and the direct or indirect Capital Stock in obligations of the issuer of such Consolidated Secured DebtLoan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge that prohibits or limits the ability of any Group Member to createCBS will not, incur, assume or suffer to exist any Lien upon and will not permit any of its Property 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 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 of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the followingas applicable, a “Permitted Negative Pledge” and Guarantee of such obligations by such Material Subsidiary (collectively, the “Permitted Negative Pledges”): "Credit Obligations"), except (a) this Agreement and the other Loan Documents, the Capital One Credit Agreement and related loan documents theretoLien Restrictions with respect to any asset encumbered by a Lien permitted by Section 5.5, (b) by operation of Requirements of Law; Lien Restrictions with respect to any asset (or any proceeds thereof) which are comparable to Lien Restrictions affecting such asset on the Original Closing Date, (c) [reserved]; Lien Restrictions included in the documentation governing the terms of any Indebtedness of any Person which is acquired by CBS or any 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, (d) single purpose entity limitations contained Lien Restrictions in charter documents for Subsidiaries that are not Eligible Subsidiaries; connection with securitizations or other transactions involving sales of receivables affecting only such 55 51 receivables and (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member Lien Restrictions included in the ordinary course of business; (g) customary restrictions Infinity Credit Agreement. It is understood that an "equal and conditions contained in agreements relating ratable" clause shall not be deemed to constitute a Lien Restriction so long as such clause would permit the obligations entitled to the sale or other Disposition benefit of a Subsidiary or assets pending such sale (provided that such restrictions clause and conditions apply only to the Subsidiary or assets that are applicable Credit Obligations to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting secured by Liens on the transfer or encumbrance of Capital Stock in such joint venture or the relevant assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debton a pari passu basis.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Negative Pledge that Person any agreement which prohibits or limits the ability of the Company or any Group Member 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 Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) (i) this Agreement and Agreement, the other Loan DocumentsDocuments and any related documents, and (ii) the Existing Note Indentures, the Capital One Credit Agreement Existing Notes and any related loan documents theretodocuments, (b) any industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Transaction or Permitted Receivables Transaction permitted by operation this Agreement (in which cases, any prohibition or limitation shall only be effective against the assets financed or acquired thereby) or operating leases of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract real property entered into by any Group Member in the ordinary course of business; , (c) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company 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, (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) customary restrictions and or conditions contained with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) restrictions under agreements evidencing or governing or otherwise relating to the sale or other Disposition Indebtedness permitted under subsection 8.2 of any Subsidiary that is not (and is not required to become) a Subsidiary or assets pending such sale (Loan Party; provided that such restrictions and conditions apply relate only to the Subsidiary or assets that are to be sold and of such sale or other Disposition is permitted hereunder); Subsidiary, (hi) customary provisions in joint venture and similar agreements restricting the transfer or encumbrance granting of Liens in the Capital Stock in of such joint venture entity (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 assets owned by extent the prohibitions or limitations related to such joint ventureIndebtedness, taken as a whole, are not materially more restrictive with respect to such prohibitions and limitations, taken as a whole, than those set forth in this Agreement, the other Loan Documents and any related documents, or otherwise restricting transactions between to the joint venture and extent requiring that such Indebtedness be secured ratably with any Liens securing the Borrower and its Subsidiaries; Indebtedness under this Agreement, and (ik) restrictions any prohibitions or conditions contained limitations that arise in connection with any agreement relating to Consolidated Secured Debt Disposition permitted by this Agreement if such restrictions subsection 8.5 or conditions apply only 8.6 and relate solely to the property asset or assets securing Person subject to such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured DebtDisposition.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge agreement that prohibits or limits the ability of the Company or any Group Member 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 Agreementand Collateral Agreement or other Security Document, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this 121 Exhibit 10.1 Agreement and the other Loan Documents, the Capital One Credit Agreement and related loan documents thereto, ; (b) by operation of Requirements of Law; any Lien arising pursuant to any Permitted Securitization Documents, (c) [reserved]documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) single purpose entity limitations 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 charter documents for Subsidiaries this Agreement), so long as the Company has determined that are such restrictions will not Eligible Subsidiaries; materially impair its ability to make payments due hereunder), (e) customary provisions restricting subletting any agreements governing any purchase money Liens (or assignment 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 lease governing Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a leasehold interest of any Group Memberwhole, than that in the relevant refinanced agreement); (f) customary provisions restricting restrictions on the assignment of any licensing agreement or other contract leases, licenses and contracts 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 that is to be sold (or whose assets that are to be sold sold) and such sale or other Disposition is permitted hereunder); (hi) 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 restricting and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the transfer 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 encumbrance of Capital Stock in any Permitted Refinancing thereof (including successive refinancings) so long as such joint venture or provisions are not materially more restrictive on the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower Company and its Subsidiaries; and (i) restrictions or conditions Restricted Subsidiaries than those contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debtrefinanced.