Common use of Limitation on Restrictions on Distributions from Restricted Subsidiaries Clause in Contracts

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower, or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, (ii) make any loans or advances to the Borrower or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii) transfer any of its property or assets to the Borrower or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction: (a) pursuant to an agreement or instrument in effect at or entered into on the Closing Date, any Credit Facility, the Intercreditor Agreements, the Senior First Priority Notes, the Senior First Priority Notes Indentures, the other Senior First Priority Notes Documents, the Senior Second Priority Notes, the Senior Second Priority Notes Indenture, the other Senior Second Priority Notes Documents, the Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes Indenture; (b) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this subsection 7.9(b), if a Person other than the Borrower is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (c) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(a) or (b) above or this subsection 7.9(c) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Borrower); (i) that restricts 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, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligations; (e) with respect to a Restricted Subsidiary (or any of its property or assets), imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; or (g) pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to subsection 7.1, (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Borrower), or (B) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower) and either (x) the Borrower determines in good faith that such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments on the Loans or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (ii) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Borrower or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Borrower, or, in the case of a Borrower or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower or any Restricted Subsidiary; or (3) sell, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor lease or (iii) transfer any of its property or assets to the Borrower oror any Restricted Subsidiary, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (provided that dividend (x) the priority of any Preferred Stock in receiving dividends or liquidation priority between classes of Capital Stock, liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of any obligation (including the application of any remedy bars theretostandstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary to other obligationIndebtedness Incurred by the Borrower or any Restricted Subsidiary, will or any prohibition on securing such loans or advances made to the Borrower or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction), except . (b) Section 4.07(a) will not prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an any Credit Facility or any other agreement or instrument instrument, in each case, in effect at or entered into on the Closing DateEffective Date and any amendments, any Credit Facilityrestatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the Intercreditor Agreementsamendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Senior First Priority Notes, Effective Date (as determined in good faith by the Senior First Priority Notes Indentures, the other Senior First Priority Notes Documents, the Senior Second Priority Notes, the Senior Second Priority Notes Indenture, the other Senior Second Priority Notes Documents, the Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes IndentureBorrower); (b2) [Reserved]; (3) encumbrances or restrictions existing under or by reason of (i) any Loan Documents, (ii) the New Senior Guaranteed Notes Indenture and the New Senior Guaranteed Notes, (iii) the Existing Notes Indentures and the Existing Notes, (iv) the Existing Cablevision Notes Indentures and the Existing Cablevision Notes, and (v) the Intercreditor Agreement and any Additional Intercreditor Agreement, including in each case, any related security documents, escrow arrangements or other documents related to the foregoing; (4) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, Person or relating to Indebtedness or any Capital Stock or Indebtedness of a Person, entered into on or before the date on which (i) such Person is was acquired by or merged merged, consolidated or consolidated otherwise combined with or into the Borrower or any Restricted Subsidiary, or which (ii) such agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets from or (iii) such PersonPerson became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to financeconsideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Borrower or was merged, consolidated or otherwise in connection with, combined with or into the Borrower or any Restricted Subsidiary) and outstanding on such acquisition, merger or consolidation)date; provided that that, for the purposes of this subsection 7.9(bSection 4.07(b)(4), if a another Person other than the Borrower is the Successor Company with respect theretoor any Subsidiary thereof, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c5) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aSection 4.07(b)(1), Section 4.07(b)(3) or (bSection 4.07(b)(4) above or this subsection 7.9(cSection 4.07(b)(5) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”agreement referred to in Section 4.07(b)(1), Section 4.07(b)(3) or Section 4.07(b)(4) or this Section 4.07(b)(5); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing Agreement agreement or Amendment instrument are no less favorable in any material respect to the Lenders taken as a whole are not materially less favorable to than the Lenders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement refinancing or Amendment amendment, supplement or other modification relates (as determined in good faith by the Borrower); (i6) any encumbrance or restriction: (a) that restricts 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, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiib) contained in mortgages, pledges or other security agreements permitted under this Agreement or securing Indebtedness of the Borrower or a Restricted Subsidiary permitted under this Agreement to the extent restricting such encumbrances or restrictions restrict the transfer of the property or assets subject theretoto such mortgages, pledges or other security agreements; (ivc) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; or (d) pursuant to the terms of any license, authorization, concession or permit; (v7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions on the property so acquired or assets so acquired, (vi) on cash any encumbrance or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (vii) restriction pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in a joint venture and other similar agreements), (viii) agreement that arises or is agreed to in imposes restrictions on the ordinary course transfer of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligationsjoint venture; (e) 8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable law, rule, regulation regulation, governmental license or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orstock exchange; (g11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Effective Date pursuant to subsection 7.1, (A) Section 4.04 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than (i) the encumbrances and restrictions contained in this Agreement or any Loan Document on the Initial Agreements (as determined in good faith by the Borrower)Effective Date, or (Bii) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower) and either where, in the case of clause (ii), the Borrower determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) the Borrower determines in good faith that such encumbrance or restriction will not materially affect adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments on under the Loans Loan Documents as and when they become due or (y) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, (ii) relating to any sale of receivables by or other Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Qualified Receivables Financing Disposition that, in the good faith determination of an Officer or the Board of Directors of the Borrower, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by or to or in favor reason of any Special Purpose EntityLien permitted under Section 4.06.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower Company and any Permitted Affiliate Parent will not, and will not permit any Restricted Subsidiary (other than the Borrowers) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (iother than the Borrowers) to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the BorrowerCompany, or, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary; or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii3) transfer any of its property or assets to the Borrower orCompany, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (Subsidiary; provided that dividend (x) the priority of any Preferred Stock in receiving dividends or liquidation priority between classes of Capital Stock, liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (y) the subordination of any obligation (including but not 50 limited to, the application of any remedy bars theretostandstill requirements to) loans or advances made to the Company, a Permitted Affiliate Parent or any Restricted Subsidiary to other obligationIndebtedness Incurred by the Company, will a Permitted Affiliate Parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction), except . (b) The preceding provisions will not prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an agreement or instrument in effect at or entered into on the Closing First Amendment Effective Date, any Credit Facilityincluding, without limitation, this Agreement, the Intercreditor Agreements, the Columbus Senior First Priority Notes, the Senior First Priority Notes Indentures, the other Senior First Priority Notes Documents, the Senior Second Priority Notes, the Senior Second Priority Notes Indenture, the other Senior Second Priority Notes Documents2019 Sterling Bonds Trust Deed, the Existing Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or Existing Intercreditor Agreement, the Senior Subordinated Notes Indentureother Loan Documents, the Collateral Documents thereunder and any related documentation, in each case, as in effect on the First Amendment Effective Date; (b2) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, or Person relating to Indebtedness or any Capital Stock or Indebtedness of a Person, Incurred on or before the date on which such Person is was acquired by or merged or consolidated with or into the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary in connection with an acquisition of assets from (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such PersonPerson became a Restricted Subsidiary or was acquired by the Company, as a Permitted Affiliate Parent or a Restricted Subsidiary or was merged or consolidated with or into the Company, a Permitted Affiliate Parent or any Restricted Subsidiary or in effect at the time contemplation of such acquisitiontransaction) and outstanding on such date, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that any such encumbrance or restriction shall not extend to any assets or property of the Company, a Permitted Affiliate Parent or any other Restricted Subsidiary other than the assets and property so acquired and provided, further, that for the purposes of this subsection 7.9(bSection 4.08(b)(2), if a another Person other than the Borrower is the Successor Company with respect theretoCompany, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Company, a Permitted Affiliate Parent or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c3) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aSection 4.08(b)(1) or (bSection 4.08(b)(2) above or this subsection 7.9(c) (an “Initial Agreement”Section 4.08(b)(3) or contained in any amendment, supplement supplement, restatement or other modification to an Initial Agreement (an “Amendment”agreement referred to in Section 4.08(b)(1) or Section 4.08(b)(2) or this Section 4.08(b)(3); provided, however, that the encumbrances and restrictions restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such Refinancing Agreement or Amendment taken as a whole agreement are not materially no less favorable in any material respect to the Lenders Finance Parties than the encumbrances and restrictions contained in the Initial Agreement such agreements referred to in Section 4.08(b)(1) or Initial Agreements to which such Refinancing Agreement or Amendment relates Section 4.08(b)(2) (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent); (i4) in the case of Section 4.08(a)(3), any encumbrance or restriction: (A) that restricts 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 such lease, license or other contract, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in Liens permitted under this Agreement securing Indebtedness of the Company, a Permitted Affiliate Parent or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, agreements; (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, ; or (vD) contained in operating leases for real property and restricting only the transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (5) any encumbrance or restriction pursuant to (A) Purchase Money Obligations for property acquired in the ordinary course of business or (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that either (i) impose encumbrances or restrictions of the nature described in Section 4.08(a)(3) on the property so acquired or assets so acquired(ii) are customary in connection with Purchase Money Obligations, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into Capitalized Lease Obligations and mortgage financings for property acquired in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligations; (e6) any encumbrance or restriction arising in connection with, or any contractual requirement incurred with respect to, any Purchase Money Note, other Indebtedness or a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management of the Company or a Permitted Affiliate Parent, are necessary to effect such Qualified Receivables Transaction; (7) any encumbrance or restriction (A) with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement (or option to enter into such contract) entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or dispositiondisposition or (B) arising by reason of contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale and disposition of all or substantially all assets of such Subsidiary or conditions imposed by governmental authorities or otherwise resulting from dispositions required by governmental authorities; (f8) (A) customary provisions in leases, asset sale agreements, joint venture agreements and other agreements and instruments entered into by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary in the ordinary course of business or (B) in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, encumbrances, restrictions and conditions imposed by its organizational documents or any related shareholders, joint venture or other agreements (including restrictions on the payment of dividends or other distributions); (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable law, rule, regulation or regulation, governmental license, order, concession, franchise, or permit or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orauthority; (g10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (11) any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; (12) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing First Amendment Effective Date pursuant to subsection 7.1, Section 4.09 if (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Finance Parties than the encumbrances and restrictions contained in this Agreement, the Initial Agreements Existing Intercreditor Agreement, the other Loan Documents, and any related documentation, in each case, as in effect on the First Amendment Effective Date (as determined conclusively in good faith by the Borrower), Board of Directors or senior management of the Company or a Permitted Affiliate Parent) or (B) if such encumbrance or restriction is encumbrances and restrictions taken as a whole are not materially more disadvantageous to the Lenders Finance Parties than is customary in comparable financings (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent) and and, in each case, either (xi) the Borrower determines in good faith Company or a Permitted Affiliate Parent reasonably believes that such encumbrance or restriction encumbrances and restrictions will not materially affect the Borrower’s Borrowers’ ability to make principal or interest payments on the Loans as and when they come due or (yii) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (13) any encumbrance or restriction arising by reason of customary non-assignment provisions in agreements; and (14) any encumbrance or restriction pursuant to the New Intercreditor Agreement or an agreement or instrument entered into in connection with the Group Refinancing Transactions (including, (ii) relating to without limitation, any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entityindenture governing the New Senior Notes).

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower Company, UPC NL Holdco and an Affiliate Covenant Party will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the BorrowerCompany, orUPC NL Holdco, in the case of a an Affiliate Covenant Party or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary; or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii3) transfer any of its property or assets to the Borrower orCompany, in the case of a UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (Subsidiary; provided that dividend (a) the priority of any Preferred Stock in receiving dividends or liquidation priority between classes of Capital Stock, liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (b) the subordination of any obligation (including but not limited to, the application of any remedy bars theretostandstill requirements to) loans or advances made to the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary to other obligationIndebtedness Incurred by the Company, will UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction), except . (b) Section 4.08(a) will not prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an agreement or instrument in effect at or entered into on the Closing Signing Date, any including, without limitation, this Agreement, the Existing Credit FacilityAgreement, the Existing Senior Secured Notes, the Intercreditor AgreementsAgreement, the Senior First Priority NotesSecurity Documents and any related documentation, in each case, as in effect on the Senior First Priority Notes Indentures, the other Senior First Priority Notes Documents, the Senior Second Priority Notes, the Senior Second Priority Notes Indenture, the other Senior Second Priority Notes Documents, the Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes IndentureSigning Date; (b2) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, or Person relating to Indebtedness or any Capital Stock or Indebtedness of a Person, Incurred on or before the date on which such Person is was acquired by or merged or consolidated with or into the Borrower Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Borrower Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary in connection with an acquisition of assets from (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such PersonPerson became a Restricted Subsidiary or was acquired by the Company, as UPC NL Holdco or an Affiliate Covenant Party or was merged or consolidated with or into the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary or in effect at the time contemplation of such acquisitiontransaction) and outstanding on such date, merger provided, that any such encumbrance or consolidation (except restriction shall not extend to any assets or property of the extent that such Indebtedness was incurred to financeCompany, UPC NL Holdco, an Affiliate Covenant Party or otherwise in connection withany other Restricted Subsidiary other than the assets and property so acquired and provided, such acquisitionfurther, merger or consolidation); provided that for the purposes of this subsection 7.9(b)clause, if a another Person other than the Borrower is the Successor Company with respect theretoCompany, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Company, UPC NL Holdco, an Affiliate Covenant Party or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c3) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aclause (1) or (b2) above of Section 4.08(b) or this subsection 7.9(c) clause (an “Initial Agreement”3) or contained in any amendment, supplement or other modification to an Initial Agreement agreement referred to in clause (an “Amendment”1) or (2) of Section 4.08(b) or this clause (3); provided, however, that the encumbrances and restrictions restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such Refinancing Agreement or Amendment taken as a whole agreement are not materially no less favorable in any material respect to the Lenders than the encumbrances and restrictions contained in the Initial Agreement such agreements referred to in clauses (1) or Initial Agreements to which such Refinancing Agreement or Amendment relates (2) of Section 4.08(b) (as determined in good faith by the BorrowerBoard of Directors or senior management of the Company); (i4) in the case of clause (3) of the first paragraph of this covenant, any encumbrance or restriction: (A) that restricts 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 such lease, license or other contract, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in Liens permitted under this Agreement securing Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, agreements; or (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary, ; (v5) any encumbrance or restriction pursuant to (a) Purchase Money Obligations that impose encumbrances or restrictions on the for property or assets so acquired, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viii) that arises or is agreed to acquired in the ordinary course of business and does not detract from the value of property (b) Capitalized Lease Obligations permitted under this Agreement, in each case that impose encumbrances or assets restrictions of the Borrower or any Restricted Subsidiary nature described in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligations; (e) with respect to a Restricted Subsidiary (or any of its property or assetsin Section 4.08(a), imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; or (g) pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to subsection 7.1, (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Borrower), or (B) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower) and either (x) the Borrower determines in good faith that such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments on the Loans or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (ii) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Borrower Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower, Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, (ii) make any loans or advances to the Borrower Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii) transfer any of its property or assets to the Borrower Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction: (a1) pursuant to an agreement or instrument in effect at or entered into on the Closing Issue Date, any Credit Facility, this Indenture, the Note Security Documents, the Intercreditor Agreements, the Senior First Priority Notes, the Senior First Second Priority Notes Indentures, the other Senior First Priority Notes Note Documents, the Senior Second Priority Notes, the October 2012 Senior Second Priority Notes Unsecured Indenture, the other Senior Second Priority Notes Documents, the October 2012 Senior Unsecured Notes, the February 2013 Senior Unsecured Notes Indenture, the Senior Subordinated Notes Indenture or the February 2013 Senior Subordinated Notes IndentureUnsecured Notes; (b2) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Borrower Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower Company or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this subsection 7.9(bclause (2), if a Person other than the Borrower Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (c3) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aclause (1) or (b2) above of this Section 410 or this subsection 7.9(cclause (3) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders Holders of the Notes than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the BorrowerCompany); (i4) (A) that restricts 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, (iiB) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower Company or any Restricted Subsidiary not otherwise prohibited by this AgreementIndenture, (iiiC) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (ivD) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company or any Restricted Subsidiary, (vE) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (viF) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (viiG) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viiiH) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower Company or any Restricted Subsidiary in any manner material to the Borrower Company or such Restricted Subsidiary, (ixI) pursuant to Hedging Obligations entered into for bona fide hedging purposes; purposes or (xJ) pursuant to Bank Products Obligations; (e5) with respect to a Restricted Subsidiary (or any of its property or assets), imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f6) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower Company or any Restricted Subsidiary or any of their businesses; or (g7) pursuant to an agreement or instrument (iA) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Issue Date pursuant to subsection 7.1, the provisions of Section 407 (Ai) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the BorrowerCompany), or (Bii) if such encumbrance or restriction is not materially more disadvantageous to the Lenders Holders of the Notes than is customary in comparable financings (as determined in good faith by the BorrowerCompany) and either (x) the Borrower Company determines in good faith that such encumbrance or restriction will not materially affect the BorrowerCompany’s ability to make principal or interest payments on the Loans Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (iiB) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iiiC) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower Company and any Permitted Affiliate Parent will not, and will not permit any Restricted Subsidiary (other than the Borrowers) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (iother than the Borrowers) to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the BorrowerCompany, or, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary; or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii3) transfer any of its property or assets to the Borrower orCompany, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (Subsidiary; provided that dividend (a) the priority of any Preferred Stock in receiving dividends or liquidation priority between classes of Capital Stock, liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (b) the subordination of any obligation (including but not limited to, the application of any remedy bars theretostandstill requirements to) loans or advances made to the Company, a Permitted Affiliate Parent or any Restricted Subsidiary to other obligationIndebtedness Incurred by the Company, will a Permitted Affiliate Parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction), except . (b) Section 4.08(a) will not prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an agreement or instrument in effect at or entered into on the Closing date of this 2017 Amendment Effective Date, any Credit Facilityincluding, without limitation, this Agreement, the Intercreditor Agreements, the Existing Senior First Priority Notes, the Senior First Priority Secured Notes Indentures, the other Senior First Priority Notes DocumentsCredit Facilities Agreement, the Existing Senior Second Priority NotesIndentures, the Senior Second Priority Notes IndentureIntercreditor Agreement and the Security Documents and any related documentation, in each case, as in effect on the other Senior Second Priority Notes Documents, the Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes Indenture2017 Amendment Effective Date; (b2) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, or Person relating to Indebtedness or any Capital Stock or Indebtedness of a Person, Incurred on or before the date on which such Person is was acquired by or merged or consolidated with or into the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary in connection with an acquisition of assets from (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such PersonPerson became a Restricted Subsidiary or was acquired by the Company, as a Permitted Affiliate Parent or a Restricted Subsidiary or was merged or consolidated with or into the Company, a Permitted Affiliate Parent or any Restricted Subsidiary or in effect at the time contemplation of such acquisitiontransaction) and outstanding on such date, merger provided, that any such encumbrance or consolidation (except restriction shall not extend to any assets or property of the extent that such Indebtedness was incurred to financeCompany, a Permitted Affiliate Parent or otherwise in connection withany other Restricted Subsidiary other than the assets and property so acquired and provided, such acquisitionfurther, merger or consolidation); provided that for the purposes of this subsection 7.9(bSection 4.08(b)(2), if a another Person other than the Borrower is the Successor Company with respect theretoCompany, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Company, a Permitted Affiliate Parent or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c3) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aSection 4.08(b)(1) or (bSection 4.08(b)(2) above or this subsection 7.9(c) (an “Initial Agreement”Section 4.08(b)(3) or contained in any amendment, supplement supplement, restatement or other modification to an Initial Agreement (an “Amendment”agreement referred to in Section 4.08(b)(1) or Section 4.08(b)(2) or this Section 4.08(b)(3); provided, however, that the encumbrances and restrictions restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such Refinancing Agreement or Amendment taken as a whole agreement are not materially no less favorable in any material respect to the Lenders Finance Parties than the encumbrances and restrictions contained in the Initial Agreement such agreements referred to in Section 4.08(b)(1) or Initial Agreements to which such Refinancing Agreement or Amendment relates Section 4.08(b)(2) (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent); (i4) in the case of Section 4.08(a)(3), any encumbrance or restriction: (A) that restricts 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 such lease, license or other contract, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in Liens permitted under this Agreement securing Indebtedness of the Company, a Permitted Affiliate Parent or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, agreements; (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, ; or (vD) contained in operating leases for real property and restricting only the transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (5) any encumbrance or restriction pursuant to (A) Purchase Money Obligations for property acquired in the ordinary course of business or (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that either (i) impose encumbrances or restrictions of the nature described in Section 4.08(a)(3) on the property so acquired or assets so acquired(ii) are customary in connection with Purchase Money Obligations, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into Capitalized Lease Obligations and mortgage financings for property acquired in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligations; (e6) any encumbrance or restriction arising in connection with, or any contractual requirement Incurred with respect to, any Purchase Money Note, other Indebtedness or a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management of the Company or a Permitted Affiliate Parent, are necessary to effect such Qualified Receivables Transaction; (7) any encumbrance or restriction (A) with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement (or option to enter into such contract) entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; or (B) arising by reason of contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale and disposition of all or substantially all assets of such Subsidiary or conditions imposed by governmental authorities or otherwise resulting from dispositions required by governmental authorities; (f8) (A) customary provisions in leases, asset sale agreements, joint venture agreements and other agreements and instruments entered into by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary in the ordinary course of business or (B) in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, encumbrances, restrictions and conditions imposed by its organizational documents or any related shareholders, joint venture or other agreements (including restrictions on the payment of dividends or other distributions); (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable law, rule, regulation or regulation, governmental license, order, concession, franchise, or permit or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orauthority; (g10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (11) any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; (12) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing 2017 Amendment Effective Date pursuant to subsection 7.1, Section 4.09 if (Aa) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Finance Parties than the encumbrances and restrictions contained in this Agreement, the Initial Agreements Senior Credit Facilities Agreement, the Existing Senior Secured Notes and the Intercreditor Agreement, in each case, as in effect on the 2017 Amendment Effective Date (as determined conclusively in good faith by the Borrower), Board of Directors or senior management of the Company or a Permitted Affiliate Parent) or (Bb) if such encumbrance or restriction is encumbrances and restrictions taken as a whole are not materially more disadvantageous to the Lenders Finance Parties than is customary in comparable financings (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent) and and, in each case, either (xi) the Borrower determines in good faith Company or a Permitted Affiliate Parent reasonably believes that such encumbrance or restriction encumbrances and restrictions will not materially affect the Borrower’s ability to make principal or interest payments on the Loans as and when they come due or (yii) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, ; and (ii13) relating to any sale encumbrance or restriction arising by reason of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or customary non-assignment provisions in favor of any Special Purpose Entityagreements.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Borrower (a) Following the Completion Date, the Issuer will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Issuer or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Borrower, or, in the case of a Issuer or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Issuer or any Restricted Subsidiary; or (3) sell, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor lease or (iii) transfer any of its property or assets to the Borrower or, in the case Issuer or any Restricted Subsidiary, (b) The provisions of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars theretoSection 4.07(a) to any other obligation, hereof will not be deemed to constitute such an encumbrance or restriction), except prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an any Credit Facility or any other agreement or instrument instrument, in each case, in effect at or entered into on the Closing Completion Date, and any Credit Facilityamendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Completion Date (as determined in good faith by the Issuer); (2) [Reserved]; (3) encumbrances or restrictions existing under or by reason of this Indenture, the Intercreditor Agreements, the Senior First Priority Notes, the Existing Senior First Priority Notes, Existing Senior Notes Indentures, the other Senior First Priority Secured Notes Documentsand the guarantees thereof, the Senior Second Priority Notes, the Senior Second Priority Secured Notes Indenture, the other Senior Second Priority Notes Documents, the Senior Unsecured Holdco Notes, the Senior Unsecured Holdco Notes Guarantee, the Holdco Notes Indenture, the Senior Subordinated Existing Credit Facility and the guarantees thereof, the New Credit Facility and the guarantees thereof, the Intercreditor Agreement (or any additional intercreditor agreement), the Notes or Escrow Agreement, the Senior Subordinated Secured Notes IndentureEscrow Agreement, the Holdco Notes Escrow Agreement, and the Senior Secured Notes Security Documents; (b4) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, Person or relating to Indebtedness or any Capital Stock or Indebtedness of a Person, entered into on or before the date on which (i) such Person is was acquired by or merged merged, consolidated or consolidated otherwise combined with or into the Borrower Issuer or any Restricted Subsidiary, or which (ii) such agreement or instrument is assumed by the Borrower Issuer or any Restricted Subsidiary in connection with an acquisition of assets from or (iii) such PersonPerson became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to financeconsideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Issuer or was merged, consolidated or otherwise in connection with, combined with or into the Issuer or any Restricted Subsidiary) and outstanding on such acquisition, merger or consolidation)date; provided that that, for the purposes of this subsection 7.9(bSection 4.07(b)(4), if a another Person other than the Borrower is the Successor Company with respect theretoCompany, or any Subsidiary thereof, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Issuer or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c5) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, replaces an agreement or instrument referred to in subsection 7.9(aSection 4.07(b)(1), Section 4.07(b)(3) or (bSection 4.07(b)(4) above hereof or this subsection 7.9(cSection 4.07(b)(5) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”agreement referred to in Section 4.07(b)(1), Section 4.07(b)(3) or Section 4.07(b)(4) hereof or this Section 4.07(b)(5); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing Agreement agreement or Amendment instrument are no less favorable in any material respect to the Holders taken as a whole are not materially less favorable to than the Lenders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement refinancing or Amendment amendment, supplement or other modification relates (as determined in good faith by the BorrowerIssuer); (i6) any encumbrance or restriction: (A) that restricts 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, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in mortgages, pledges or other security agreements permitted under this Indenture or securing Indebtedness of the Issuer or a Restricted Subsidiary permitted under this Indenture to the extent restricting such encumbrances or restrictions restrict the transfer of the property or assets subject theretoto such mortgages, pledges or other security agreements; (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Issuer or any Restricted Subsidiary; or (D) pursuant to the terms of any license, authorization, concession or permit; (v7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or assets so acquired, (vi) on cash any encumbrance or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (vii) restriction pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in a joint venture and other similar agreements), (viii) agreement that arises or is agreed to in imposes restrictions on the ordinary course transfer of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligationsjoint venture; (e) 8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable law, rule, regulation regulation, governmental license or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orstock exchange; (g11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Completion Date pursuant to subsection 7.1, (A) Section 4.04 hereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Holders of the Notes than (i) the encumbrances and restrictions contained in the Initial Agreements (Existing Credit Facility or the New Credit Facility on the Completion Date, together with the security documents associated therewith, if any, and the Intercreditor Agreement, as determined in good faith by effect on or immediately prior to the Borrower), Completion Date or (Bii) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the BorrowerIssuer) and either where, in the case of clause (ii), the Issuer determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) the Borrower determines in good faith that such encumbrance or restriction will not materially affect adversely affect, in any material respect, the BorrowerIssuer’s ability to make principal or interest payments on the Loans Notes as and when they become due or (y) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, (ii) relating to any sale of receivables by or other Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Qualified Receivables Financing Disposition that, in the good faith determination of an Officer or the Board of Directors of the Issuer, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by or to or in favor reason of any Special Purpose EntityLien permitted under Section 4.06 hereof.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Borrower Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower, Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, (ii) make any loans or advances to the Borrower Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii) transfer any of its property or assets to the Borrower Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction: (a1) pursuant to an agreement or instrument in effect at or entered into on the Closing Issue Date, any Credit Facility, this Indenture, the Notes, the Note Security Documents, the Intercreditor Agreements, the Senior First Priority NotesNote Documents, the Senior First Priority Notes IndenturesNotes, the other Senior First Second Priority Notes Note Documents, the Senior Second Priority Notes, the Existing Senior Second Priority Notes Unsecured Indenture, the other Senior Second Priority Notes Documents, the Existing Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes Indenture or the Senior Subordinated Notes IndentureNotes; (b2) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Borrower Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower Company or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this subsection 7.9(bclause (2), if a Person other than the Borrower Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (c3) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aclause (1) or (b2) above of this Section 410 or this subsection 7.9(cclause (3) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders Holders of the Notes than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the BorrowerCompany); (i4) (A) that restricts 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, (iiB) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower Company or any Restricted Subsidiary not otherwise prohibited by this AgreementIndenture, (iiiC) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (ivD) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company or any Restricted Subsidiary, (vE) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (viF) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (viiG) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viiiH) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower Company or any Restricted Subsidiary in any manner material to the Borrower Company or such Restricted Subsidiary, (ixI) pursuant to Hedging Obligations entered into for bona fide hedging purposes; purposes or (xJ) pursuant to Bank Products Obligations; (e5) with respect to a Restricted Subsidiary (or any of its property or assets), imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f6) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower Company or any Restricted Subsidiary or any of their businesses; or (g7) pursuant to an agreement or instrument (iA) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Issue Date pursuant to subsection 7.1, the provisions of Section 407 (Ai) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the BorrowerCompany), or (Bii) if such encumbrance or restriction is not materially more disadvantageous to the Lenders Holders of the Notes than is customary in comparable financings (as determined in good faith by the BorrowerCompany) and either (x) the Borrower Company determines in good faith that such encumbrance or restriction will not materially affect the BorrowerCompany’s ability to make principal or interest payments on the Loans Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (iiB) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iiiC) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower Company and the Affiliate Issuer will not, and will not permit any Restricted Subsidiary (other than the Issuer, the Affiliate Issuer and the Affiliate Subsidiaries) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (iother than the Issuer, the Affiliate Issuer and the Affiliate Subsidiaries) to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the BorrowerCompany, or, in the case of a Affiliate Issuer or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Company, the Affiliate Issuer or any Restricted Subsidiary; or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii3) transfer any of its property or assets to the Borrower orCompany, in the case of a Affiliate Issuer or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (Subsidiary; provided that dividend (x) the priority of any Preferred Stock in receiving dividends or liquidation priority between classes of Capital Stock, liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (y) the subordination of any obligation (including but not limited to, the application of any remedy bars theretostandstill requirements to) loans or advances made to the Company, the Affiliate Issuer or any Restricted Subsidiary to other obligationIndebtedness Incurred by the Company, will the Affiliate Issuer or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction), except . 111 (b) Section 4.08(a) will not prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an agreement or instrument in effect at or entered into on the Closing Issue Date, any including, without limitation, this Indenture, the Existing Senior Secured Notes Indentures, the Existing Senior Notes Indentures, the Senior Credit Facility, the Intercreditor Agreements, the Senior First Priority Notes, the Senior First Priority Notes Indentures, the other Senior First Priority Notes Payables Financing Program Documents, the Senior Second Priority NotesIntercreditor Deeds, the Senior Second Priority Notes IndentureSecurity Documents and, in each case, any related documentation, in each case, as in effect on the other Senior Second Priority Notes Documents, the Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes IndentureIssue Date; (b2) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, or Person relating to Indebtedness or any Capital Stock or Indebtedness of a Person, Incurred on or before the date on which such Person is was acquired by or merged or consolidated with or into the Borrower Company, the Affiliate Issuer or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Borrower Company, the Affiliate Issuer or any Restricted Subsidiary in connection with an acquisition of assets from (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such PersonPerson became a Restricted Subsidiary or was acquired by the Company, as the Affiliate Issuer or a Restricted Subsidiary or was merged or consolidated with or into the Company, the Affiliate Issuer or a Restricted Subsidiary or in effect at the time contemplation of such acquisitiontransaction) and outstanding on such date, merger provided, that any such encumbrance or consolidation (except restriction shall not extend to any assets or property of the extent that such Indebtedness was incurred to financeCompany, the Affiliate Issuer or otherwise in connection withany Restricted Subsidiary other than the assets and property so acquired; provided, such acquisitionfurther, merger or consolidation); provided that for the purposes of this subsection 7.9(bclause (2), if a another Person other than the Borrower is the Successor Company with respect theretoCompany, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Company, the Affiliate Issuer or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c3) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aclause (1) or clause (b2) above of this Section 4.08(b) or this subsection 7.9(c) clause (an “Initial Agreement”3) or contained in any amendment, supplement supplement, restatement or other modification to an Initial Agreement agreement referred to in clause (an “Amendment”1) or clause (2) of this Section 4.08(b) or this clause (3); provided, however, that the encumbrances and restrictions restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such Refinancing Agreement or Amendment taken as a whole agreement are not materially no less favorable in any material respect to the Lenders Holders than the encumbrances and restrictions contained in the Initial Agreement such agreements referred to in clause (1) or Initial Agreements to which such Refinancing Agreement or Amendment relates clause (2) of this Section 4.08(b) (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or the Affiliate Issuer); (i4) in the case of Section 4.08(a)(3), any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar 112 contract, or the assignment or transfer of any such lease, license or other contract, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in Liens permitted under this Indenture securing Indebtedness of the Company, the Affiliate Issuer or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, agreements; (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company, the Affiliate Issuer or any Restricted Subsidiary, ; or (vD) contained in operating leases for real property and restricting only the transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (5) any encumbrance or restriction pursuant to (A) Purchase Money Obligations for property acquired in the ordinary course of business or (B) Capitalized Lease Obligations permitted under this Indenture, in each case, that either (i) impose encumbrances or restrictions of the nature described in Section 4.08(a)(3) on the property so acquired or assets so acquired(ii) are customary in connection with Purchase Money Obligations, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into Capitalized Lease Obligations and mortgage financings for property acquired in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligations; (e6) any encumbrance or restriction arising in connection with, or any contractual requirement incurred with respect to, any Purchase Money Note, other Indebtedness or a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, as determined conclusively in good faith by the Board of Directors or senior management of the Company or the Affiliate Issuer, are necessary to effect such Qualified Receivables Transaction; (7) any encumbrance or restriction (a) with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement (or option to enter into such contract) entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or dispositiondisposition or (b) arising by reason of contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale and disposition of all or substantially all assets of such Subsidiary or conditions imposed by governmental authorities or otherwise resulting from dispositions required by governmental authorities; (f8) (a) customary provisions in leases, asset sale agreements, joint venture agreements and other agreements and instruments entered into by the Company, the Affiliate Issuer or any Restricted Subsidiary in the ordinary course of business or (b) in the case of a joint venture or a Subsidiary that is not a Wholly-Owned Subsidiary, encumbrances, restrictions and conditions imposed by its organizational documents or 113 any related shareholders, joint venture or other agreements (including restrictions on the payment of dividends or other distributions); (9) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable law, rule, regulation or regulation, governmental license, order, concession, franchise, or permit or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orauthority; (g10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (11) any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; (12) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Issue Date pursuant to subsection 7.1, the provisions of Section 4.09 if (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Holders than the encumbrances and restrictions contained in the Initial Agreements Indenture, the Senior Credit Facility, the Existing Senior Secured Notes Indentures, the Payables Financing Program Documents, the Group Intercreditor Deed and, in each case, any related documentation, in each case, as in effect on the Issue Date (as conclusively determined in good faith by the Borrower), Board of Directors or senior management of the Company or the Affiliate Issuer) or (B) if such encumbrance or restriction is encumbrances and restrictions taken as a whole are not materially more disadvantageous to the Lenders Holders than is customary in comparable financings (as conclusively determined in good faith by the BorrowerBoard of Directors or senior management of the Company or the Affiliate Issuer) and and, in each case, either (xi) the Borrower determines in good faith Company or the Affiliate Issuer reasonably believes that such encumbrance or restriction encumbrances and restrictions will not materially affect the BorrowerIssuer’s ability to make principal or interest payments on the Loans Notes as and when they come due or (yii) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, ; and (ii13) relating to any sale encumbrance or restriction arising by reason of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or customary non-assignment provisions in favor of any Special Purpose Entityagreements.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower Company and any Permitted Affiliate Parent will not, and will not permit any Restricted Subsidiary (other than any Proceeds Loan Borrowers, any Permitted Affiliate Parent and any Affiliate Subsidiary) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (iother than any Proceeds Loan Borrowers, any Permitted Affiliate Parent and any Affiliate Subsidiary) to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the BorrowerCompany, or, in the case of a any Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii3) transfer any of its property or assets to the Borrower orCompany, in the case of a any Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (Subsidiary; provided that dividend (x) the priority of any Preferred Stock in receiving dividends or liquidation priority between classes of Capital Stock, liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (y) the subordination of any obligation (including but not limited to, the application of any remedy bars theretostandstill requirements to) loans or advances made to the Company, any Permitted Affiliate Parent or any Restricted Subsidiary to other obligationIndebtedness Incurred by the Company, will any Permitted Affiliate Parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction), except . (b) The preceding provisions will not prohibit: (1) any encumbrance or restriction:restriction pursuant to an agreement in effect at, entered into or substantially agreed on the Effective Date, including, without limitation, the Existing Credit Facilities (until the Closing Date), this Agreement, the other Loan Documents, the SPV Collateral Documents, any Collateral Sharing Agreement, the Covenant Agreement, the Proceeds Loan Agreement, the Proceeds Loan Collateral Documents, and any related documentation, in each case, as in effect, or substantially agreed, on the Effective Date; (a2) any encumbrance or restriction pursuant to an agreement or instrument in effect at or entered into on the Closing Date, any Credit Facility, the Intercreditor Agreements, the Senior First Priority Notes, the Senior First Priority Notes Indentures, the other Senior First Priority Notes Documents, the Senior Second Priority Notes, the Senior Second Priority Notes Indenture, the other Senior Second Priority Notes Documents, the Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes Indenture; (b) pursuant of a Person relating to any agreement Capital Stock or instrument Indebtedness of a Person, Incurred on or relating to Indebtedness or Capital Stock of a Person, before the date on which such Person is was acquired by or merged or consolidated with or into the Borrower Company, a Permitted Affiliate Parent or any Restricted SubsidiarySubsidiary or designated a Permitted Affiliate Parent, an Affiliate Subsidiary or a Restricted Subsidiary (or became a Restricted Subsidiary as a result thereof), or which such agreement or instrument is assumed by the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary in connection with an acquisition of assets from (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such PersonPerson became a Restricted Subsidiary or was acquired by the Company, as a Permitted Affiliate Parent or a Restricted Subsidiary or was merged or consolidated with or into the Company, a Permitted Affiliate Parent or any Restricted Subsidiary or in effect at the time contemplation of such acquisition, merger or consolidation (except to the extent that transaction) and outstanding on such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation)date; provided that any such encumbrance or restriction shall not extend to any assets or property of the Company, a Permitted Affiliate Parent or any Restricted Subsidiary other than the assets and property so acquired; provided, further, that for the purposes of this subsection 7.9(bSection 4.08(b)(2), if a another Person other than the Borrower is the Successor Company with respect theretoCompany, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Company, a Permitted Affiliate Parent or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c3) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aSection 4.08(b)(1) or (bSection 4.08(b)(2) above or this subsection 7.9(c) (an “Initial Agreement”Section 4.08(b)(3) or contained in any amendment, supplement supplement, restatement or other modification to an Initial Agreement (an “Amendment”agreement referred to in Section 4.08(b)(1) or Section 4.08(b)(2) or this Section 4.08(b)(3); providedprovided that the encumbrances and restrictions, howevertaken as a whole, that with respect to the Company, such Permitted Affiliate Parent or such Restricted Subsidiary contained in any such agreement are no less favorable in any material respect to the Finance Parties than the encumbrances and restrictions contained in any such Refinancing Agreement agreements referred to in Section 4.08(b)(1) or Amendment taken as a whole are not materially less favorable to the Lenders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates Section 4.08(b)(2) (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent); (i4) in the case of Section 4.08(a)(3), any encumbrance or restriction: (A) that restricts 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 such lease, license or other contract, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in Liens permitted under this Agreement securing Indebtedness of the Company, a Permitted Affiliate Parent or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, agreements; (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, ; or (vD) contained in operating leases for real property and restricting only the transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (5) any encumbrance or restriction pursuant to (A) Purchase Money Obligations that impose encumbrances or restrictions on the for property or assets so acquired, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into acquired in the ordinary course of businessbusiness or (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that either (viii) pursuant to impose encumbrances or restrictions of the nature described in Section 4.08(a)(3) on the property so acquired or (ii) are customary provisions contained in agreements connection with Purchase Money Obligations, Capitalized Lease Obligations and instruments entered into mortgage financings for property acquired in the ordinary course of business (including but not limited to leases and licenses) as determined conclusively in good faith by the Board of Directors or in joint venture and other similar agreements), (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets senior management of the Borrower Company or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligationsa Permitted Affiliate Parent); (e6) any encumbrance or restriction arising in connection with, or any contractual requirement Incurred with respect to, any Purchase Money Note, other Indebtedness or a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management of the Company or a Permitted Affiliate Parent, are necessary to effect such Qualified Receivables Transaction; (7) any encumbrance or restriction (A) with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement (or option to enter into such agreement) entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or dispositiondisposition or (B) arising by reason of contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale and disposition of all or substantially all assets of such Subsidiary or conditions imposed by governmental authorities or otherwise resulting from dispositions required by governmental authorities; (f8) (A) customary provisions in leases, asset sale agreements, joint venture agreements and other agreements and instruments entered into by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary in the ordinary course of business or (B) in the case of a joint venture or a Subsidiary that is not a Wholly-Owned Subsidiary, encumbrances, restrictions and conditions imposed by its organizational documents or any related shareholders, joint venture or other agreements (including restrictions on the payment of dividends or other distributions); (9) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable law, rule, regulation or regulation, governmental license, order, concession, franchise, or permit or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orauthority; (g10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (11) any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; (12) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Effective Date pursuant to subsection 7.1, Section 4.09 if (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Finance Parties than the encumbrances and restrictions contained in this Agreement the Initial Agreements other Loan Documents, and any related documentation, in each case, as in effect on the Effective Date (as determined conclusively in good faith by the Borrower), Board of Directors or senior management of the Company or a Permitted Affiliate Parent) or (B) if such encumbrance or restriction is encumbrances and restrictions taken as a whole are not materially more disadvantageous to the Lenders Finance Parties than is customary in comparable financings (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent) and and, in each case, either (xi) the Borrower determines in good faith Company or a Permitted Affiliate Parent reasonably believes that such encumbrance or restriction encumbrances and restrictions will not materially affect the Borrower’s Proceeds Loan Borrowers’ ability to make principal or interest payments on the Proceeds Loans as and when they come due or (yii) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, ; (ii13) relating any encumbrance or restriction arising by reason of customary non-assignment provisions in agreements; and (14) any encumbrance or restriction pursuant to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose EntityIntercreditor Agreement.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower Company and any Permitted Affiliate Parent will not, and will not permit any Restricted Subsidiary (other than the Borrowers) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (iother than the Borrowers) to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the BorrowerCompany, or, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary; or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii3) transfer any of its property or assets to the Borrower orCompany, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (Subsidiary; provided that dividend (a) the priority of any Preferred Stock in receiving dividends or liquidation priority between classes of Capital Stock, liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (b) the subordination of any obligation (including but not limited to, the application of any remedy bars theretostandstill requirements to) loans or advances made to the Company, a Permitted Affiliate Parent or any Restricted Subsidiary to other obligationIndebtedness Incurred by the Company, will a Permitted Affiliate Parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction), except . (b) Section 4.08(a) will not prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an agreement or instrument in effect at or entered into on the Closing date of the First Amendment Effective Date, any Credit Facilityincluding, without limitation, this Agreement, the Intercreditor Agreements, the Existing Senior First Priority Notes, the Senior First Priority Secured Notes Indentures, the other Super Senior First Priority Notes DocumentsCredit Facilities Agreement, the Existing Senior Second Priority NotesIndentures, the Senior Second Priority Notes IndentureIntercreditor Agreement and the Security Documents and any related documentation, in each case, as in effect on the other Senior Second Priority Notes Documents, the Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes IndentureFirst Amendment Effective Date; (b2) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, or Person relating to Indebtedness or any Capital Stock or Indebtedness of a Person, Incurred on or before the date on which such Person is was acquired by or merged or consolidated with or into the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary in connection with an acquisition of assets from (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such PersonPerson became a Restricted Subsidiary or was acquired by the Company, as a Permitted Affiliate Parent or a Restricted Subsidiary or was merged or consolidated with or into the Company, a Permitted Affiliate Parent or any Restricted Subsidiary or in effect at the time contemplation of such acquisitiontransaction) and outstanding on such date, merger provided, that any such encumbrance or consolidation (except restriction shall not extend to any assets or property of the extent that such Indebtedness was incurred to financeCompany, a Permitted Affiliate Parent or otherwise in connection withany other Restricted Subsidiary other than the assets and property so acquired and provided, such acquisitionfurther, merger or consolidation); provided that for the purposes of this subsection 7.9(bSection 4.08(b)(2), if a another Person other than the Borrower is the Successor Company with respect theretoCompany, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Company, a Permitted Affiliate Parent or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c3) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aSection 4.08(b)(1) or (bSection 4.08(b)(2) above or this subsection 7.9(c) (an “Initial Agreement”Section 4.08(b)(3) or contained in any amendment, supplement supplement, restatement or other modification to an Initial Agreement (an “Amendment”agreement referred to in Section 4.08(b)(1) or Section 4.08(b)(2) or this Section 4.08(b)(3); provided, however, that the encumbrances and restrictions restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such Refinancing Agreement or Amendment taken as a whole agreement are not materially no less favorable in any material respect to the Lenders Finance Parties than the encumbrances and restrictions contained in the Initial Agreement such agreements referred to in Section 4.08(b)(1) or Initial Agreements to which such Refinancing Agreement or Amendment relates Section 4.08(b)(2) (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent); (i4) in the case of Section 4.08(a)(3), any encumbrance or restriction: (A) that restricts 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 such lease, license or other contract, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in Liens permitted under this Agreement securing Indebtedness of the Company, a Permitted Affiliate Parent or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, agreements; (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, ; or (vD) contained in operating leases for real property and restricting only the transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (5) any encumbrance or restriction pursuant to (A) Purchase Money Obligations for property acquired in the ordinary course of business or (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that either (i) impose encumbrances or restrictions of the nature described in Section 4.08(a)(4) on the property so acquired or assets so acquired(ii) are customary in connection with Purchase Money Obligations, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into Capitalized Lease Obligations and mortgage financings for property acquired in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligations; (e6) any encumbrance or restriction arising in connection with, or any contractual requirement Incurred with respect to, any Purchase Money Note, other Indebtedness or a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management of the Company or a Permitted Affiliate Parent, are necessary to effect such Qualified Receivables Transaction; (7) any encumbrance or restriction (A) with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement (or option to enter into such contract) entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; or (B) arising by reason of contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale and disposition of all or substantially all assets of such Subsidiary or conditions imposed by governmental authorities or otherwise resulting from dispositions required by governmental authorities; (f8) (A) customary provisions in leases, asset sale agreements, joint venture agreements and other agreements and instruments entered into by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary in the ordinary course of business or (B) in the case of a Subsidiary that is not a Wholly Owned Subsidiary, encumbrances, restrictions and conditions imposed by its organizational documents or any related shareholders, joint venture or other agreements (including restrictions on the payment of dividends or other distributions); (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable law, rule, regulation or regulation, governmental license, order, concession, franchise, or permit or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orauthority; (g10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (11) any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; (12) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing First Amendment Effective Date pursuant to subsection 7.1, Section 4.09 if (Aa) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Finance Parties than the encumbrances and restrictions contained in this Agreement, the Initial Agreements Super Senior Credit Facilities Agreement, the Existing Senior Secured Notes and the Intercreditor Agreement, in each case, as in effect on the First Amendment Effective Date (as determined conclusively in good faith by the Borrower), Board of Directors or senior management of the Company or a Permitted Affiliate Parent) or (Bb) if such encumbrance or restriction is encumbrances and restrictions taken as a whole are not materially more disadvantageous to the Lenders Finance Parties than is customary in comparable financings (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent) and and, in each case, either (xi) the Borrower determines in good faith Company or a Permitted Affiliate Parent reasonably believes that such encumbrance or restriction encumbrances and restrictions will not materially affect the Borrower’s ability to make principal or interest payments on the Loans as and when they come due or (yii) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, ; and (ii13) relating to any sale encumbrance or restriction arising by reason of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or customary non-assignment provisions in favor of any Special Purpose Entityagreements.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower Company and any Permitted Affiliate Parent will not, and will not permit any Restricted Subsidiary (other than the Borrowers) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (iother than the Borrowers) to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the BorrowerCompany, or, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary; or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii3) transfer any of its property or assets to the Borrower orCompany, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (Subsidiary; provided that dividend (a) the priority of any Preferred Stock in receiving dividends or liquidation priority between classes of Capital Stock, liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (b) the subordination of any obligation (including but not limited to, the application of any remedy bars theretostandstill requirements to) loans or advances made to the Company, a Permitted Affiliate Parent or any Restricted Subsidiary to other obligationIndebtedness Incurred by the Company, will a Permitted Affiliate Parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction), except . (b) Section 4.08(a) will not prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an agreement or instrument in effect at or entered into on the Closing date of the First Amendment Effective Date, any Credit Facilityincluding, without limitation, this Agreement, the Intercreditor Agreements, the Existing Senior First Priority Notes, the Senior First Priority Secured Notes Indentures, the other Senior First Priority Notes DocumentsCredit Facilities Agreement, the Existing Senior Second Priority NotesIndentures, the Senior Second Priority Notes IndentureIntercreditor Agreement and the Security Documents and any related documentation, in each case, as in effect on the other Senior Second Priority Notes Documents, the Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes IndentureFirst Amendment Effective Date; (b2) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, or Person relating to Indebtedness or any Capital Stock or Indebtedness of a Person, Incurred on or before the date on which such Person is was acquired by or merged or consolidated with or into the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary in connection with an acquisition of assets from (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such PersonPerson became a Restricted Subsidiary or was acquired by the Company, as a Permitted Affiliate Parent or a Restricted Subsidiary or was merged or consolidated with or into the Company, a Permitted Affiliate Parent or any Restricted Subsidiary or in effect at the time contemplation of such acquisitiontransaction) and outstanding on such date, merger provided, that any such encumbrance or consolidation (except restriction shall not extend to any assets or property of the extent that such Indebtedness was incurred to financeCompany, a Permitted Affiliate Parent or otherwise in connection withany other Restricted Subsidiary other than the assets and property so acquired and provided, such acquisitionfurther, merger or consolidation); provided that for the purposes of this subsection 7.9(bSection 4.08(b)(2), if a another Person other than the Borrower is the Successor Company with respect theretoCompany, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Company, a Permitted Affiliate Parent or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c3) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aSection 4.08(b)(1) or (bSection 4.08(b)(2) above or this subsection 7.9(c) (an “Initial Agreement”Section 4.08(b)(3) or contained in any amendment, supplement supplement, restatement or other modification to an Initial Agreement (an “Amendment”agreement referred to in Section 4.08(b)(1) or Section 4.08(b)(2) or this Section 4.08(b)(3); provided, however, that the encumbrances and restrictions restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such Refinancing Agreement or Amendment taken as a whole agreement are not materially no less favorable in any material respect to the Lenders Finance Parties than the encumbrances and restrictions contained in the Initial Agreement such agreements referred to in Section 4.08(b)(1) or Initial Agreements to which such Refinancing Agreement or Amendment relates Section 4.08(b)(2) (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent); (i4) in the case of Section 4.08(a)(3), any encumbrance or restriction: (A) that restricts 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 such lease, license or other contract, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in Liens permitted under this Agreement securing Indebtedness of the Company, a Permitted Affiliate Parent or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, agreements; (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, ; or (vD) contained in operating leases for real property and restricting only the transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (5) any encumbrance or restriction pursuant to (A) Purchase Money Obligations for property acquired in the ordinary course of business or (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that either (i) impose encumbrances or restrictions of the nature described in Section 4.08(a)(4) on the property so acquired or assets so acquired(ii) are customary in connection with Purchase Money Obligations, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into Capitalized Lease Obligations and mortgage financings for property acquired in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligations; (e6) any encumbrance or restriction arising in connection with, or any contractual requirement Incurred with respect to, any Purchase Money Note, other Indebtedness or a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management of the Company or a Permitted Affiliate Parent, are necessary to effect such Qualified Receivables Transaction; (7) any encumbrance or restriction (A) with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement (or option to enter into such contract) entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; or (B) arising by reason of contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale and disposition of all or substantially all assets of such Subsidiary or conditions imposed by governmental authorities or otherwise resulting from dispositions required by governmental authorities; (f8) (A) customary provisions in leases, asset sale agreements, joint venture agreements and other agreements and instruments entered into by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary in the ordinary course of business or (B) in the case of a Subsidiary that is not a Wholly Owned Subsidiary, encumbrances, restrictions and conditions imposed by its organizational documents or any related shareholders, joint venture or other agreements (including restrictions on the payment of dividends or other distributions); (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable law, rule, regulation or regulation, governmental license, order, concession, franchise, or permit or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orauthority; (g10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (11) any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; (12) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing First Amendment Effective Date pursuant to subsection 7.1, Section 4.09 if (Aa) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Finance Parties than the encumbrances and restrictions contained in this Agreement, the Initial Agreements Senior Credit Facilities Agreement, the Existing Senior Secured Notes and the Intercreditor Agreement, in each case, as in effect on the First Amendment Effective Date (as determined conclusively in good faith by the Borrower), Board of Directors or senior management of the Company or a Permitted Affiliate Parent) or (Bb) if such encumbrance or restriction is encumbrances and restrictions taken as a whole are not materially more disadvantageous to the Lenders Finance Parties than is customary in comparable financings (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent) and and, in each case, either (xi) the Borrower determines in good faith Company or a Permitted Affiliate Parent reasonably believes that such encumbrance or restriction encumbrances and restrictions will not materially affect the Borrower’s ability to make principal or interest payments on the Loans as and when they come due or (yii) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, ; and (ii13) relating to any sale encumbrance or restriction arising by reason of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or customary non-assignment provisions in favor of any Special Purpose Entityagreements.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower will Parent Guarantor shall not, and will shall not permit any Restricted Subsidiary to, to create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distributions on its Capital Stock to the Parent Guarantor or any Restricted Subsidiary; (ii) pay any Indebtedness or other obligations owed to the Borrower, or, in the case of a Parent Guarantor or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (iiiii) make any loans or advances to the Borrower or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Parent Guarantor or any Restricted Subsidiary; or (iiiiv) transfer any of its property properties or assets to the Borrower orParent Guarantor or any Restricted Subsidiary; provided, that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock or ordinary shares and (y) the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars theretopayment blockage, standstill or turnover requirements) loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other obligation, will Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction). (b) The provisions of Section 4.15(a) above shall not prohibit encumbrances or restrictions existing under, except any encumbrance by reason of or restrictionwith respect to: (ai) pursuant to applicable law, rule, regulation, order or governmental license, permit or concession; (ii) an agreement or instrument in effect at or entered into on the Closing Issue Date, any Credit Facility, the Intercreditor Agreements, the Senior First Priority Notes, the Senior First Priority Notes Indentures, the other Senior First Priority Notes Documents, the Senior Second Priority Notes, the Senior Second Priority Notes Indenture, the other Senior Second Priority Notes Documents, the Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes Indenture; (biii) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this subsection 7.9(b), if a Person other than the Borrower is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (c) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing Refinancing of Indebtedness Incurred or Disqualified Stock incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to or obligation in subsection 7.9(a) effect or (b) above or this subsection 7.9(c) entered into on the Issue Date (an “Initial Agreement”) or contained in any amendment, supplement or other modification modifications to an Initial Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders Finance Parties taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the BorrowerParent Guarantor); (iiv) that restricts 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, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligations; (e) with respect to a Restricted Subsidiary (or any of its property or assets), imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Parent Guarantor (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the property funds or assets that are subject credit support utilized to consummate, the transaction or series of related transactions pursuant to which such restrictionRestricted Subsidiary became a Restricted Subsidiary or was acquired by the Parent Guarantor) pending the closing of and outstanding on such sale or dispositiondate; (fv) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; or (g) pursuant to an agreement or instrument (iA) relating to any Indebtedness or Disqualified Stock permitted to be Incurred subsequent to the Closing Issue Date pursuant to subsection 7.1, the provisions of Section 4.06 (Ai) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Finance Parties than the encumbrances and restrictions contained in the Initial Agreements Senior Secured Credit Facility (as determined in good faith by the Borrower), Parent Guarantor) or (Bii) if such encumbrance or restriction is the encumbrances and restrictions, taken as a whole, are not materially more disadvantageous to the Lenders Finance Parties than is customary in comparable financings (as determined in good faith by the BorrowerParent Guarantor) and either (x) the Borrower Parent Guarantor determines in good faith that such encumbrance or restriction will not materially adversely affect the BorrowerParent Guarantor’s ability to make principal or and interest payments on the Loans Finance Documents as and when they come due or (y) such encumbrance or restriction applies encumbrances and restrictions apply only if during the continuance of a default occurs in respect of a payment or financial maintenance covenant relating to such Indebtedness, ; (iiB) constituting an intercreditor agreement on terms substantially equivalent to the Intercreditor Agreement; or (C) relating to any loan or advance by the Parent Guarantor to a Restricted Subsidiary subsequent to the Issue Date, provided that with respect to clause (C) the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Finance Parties than the encumbrances and restrictions contained in the Senior Credit Agreement and the Intercreditor Agreement (as in effect on the Issue Date); (vi) a Restricted Subsidiary pursuant to an agreement (x) entered into for the sale or other disposition of receivables Capital Stock or assets of such Restricted Subsidiary (including by way of merger or consolidation) pending the closing of such sale or disposition or (y) relating to the distribution or disposition of assets in a joint venture; (vii) any encumbrance or restriction (x) on cash or other deposits or net worth imposed by customers or suppliers or (y) permitted under Section 4.08; (viii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or the subletting of such property; (ix) any escrow agreement, pledge of proceeds of Asset Dispositions, security agreement or mortgage securing Indebtedness of a Foreign Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such escrow agreement, pledge of proceeds of Asset Dispositions, security agreements or mortgages; (iiix) any agreement relating to Purchase Money Indebtedness for property acquired and Capital Lease Obligations of or a Financing Disposition by or type described in subsection (a)(iv) above that impose restrictions on the property so acquired; and (xi) pursuant to or in favor of any Special Purpose EntityHedging Obligations.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Borrower Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower, Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, (ii) make any loans or advances to the Borrower Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii) transfer any of its property or assets to the Borrower Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction: (a1) pursuant to an agreement or instrument in effect at or entered into on the Closing Issue Date, any Credit Facility, this Indenture, the Notes, the Intercreditor Agreements, the Senior First Priority Notes, the Senior First Priority Notes Indentures, the other Senior First Priority Notes Note Documents, the February 2013 Senior Second Priority Notes, Unsecured Indenture or the Senior Second Priority Notes Indenture, the other Senior Second Priority Notes Documents, the February 2013 Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes Indenture; (b2) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Borrower Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower Company or any Restricted Subsidiary in connection with an acquisition of assets from such Person, or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger merger, consolidation or consolidation transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger merger, consolidation or consolidationtransaction); provided that for purposes of this subsection 7.9(bclause (2), if a Person other than the Borrower Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (c3) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aclause (1) or (b2) above of this Section 410 or this subsection 7.9(cclause (3) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders Holders of the Notes than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the BorrowerCompany); (i4) (A) that restricts 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, (iiB) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower Company or any Restricted Subsidiary not otherwise prohibited by this AgreementIndenture, (iiiC) contained in mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Company or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (ivD) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company or any Restricted Subsidiary, (vE) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (viF) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (viiG) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viiiH) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower Company or any Restricted Subsidiary in any manner material to the Borrower Company or such Restricted Subsidiary, (ixI) pursuant to Hedging Obligations entered into for bona fide hedging purposes; purposes or (xJ) pursuant to Bank Products Obligations; (e5) with respect to a Restricted Subsidiary (or any of its property or assets), imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f6) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower Company or any Restricted Subsidiary or any of their businesses; or (g7) pursuant to an agreement or instrument (iA) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Issue Date pursuant to subsection 7.1, the provisions of Section 407 (Ai) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the BorrowerCompany), or (Bii) if such encumbrance or restriction is not materially more disadvantageous to the Lenders Holders of the Notes than is customary in comparable financings (as determined in good faith by the BorrowerCompany) and either (x) the Borrower Company determines in good faith that such encumbrance or restriction will not materially affect the BorrowerCompany’s ability to make principal or interest payments on the Loans Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (iiB) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iiiC) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Borrower Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower, Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, (ii) make any loans or advances to the Borrower Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii) transfer any of its property or assets to the Borrower Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction: (a1) pursuant to an agreement or instrument in effect at or entered into on the Closing Issue Date, any Credit Facility, this Indenture, the Notes, the Note Security Documents, the Intercreditor Agreements, the Senior First Priority NotesNote Documents, the Senior First Priority Notes IndenturesNotes, the other Senior First Second Priority Notes Note Documents, the Senior Second Priority Notes, the April 2012 Senior Second Priority Notes Unsecured Indenture, the other Senior Second Priority Notes Documents, the April 2012 Senior Unsecured Notes, the October 2012 Senior Unsecured Notes Indenture, the October 2012 Senior Unsecured Notes, the January 2013 Senior Subordinated Notes Indenture or the January 2013 Senior Subordinated Notes IndentureNotes; (b2) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Borrower Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower Company or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this subsection 7.9(bclause (2), if a Person other than the Borrower Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (c3) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aclause (1) or (b2) above of this Section 410 or this subsection 7.9(cclause (3) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders Holders of the Notes than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the BorrowerCompany); (i4) (A) that restricts 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, (iiB) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower Company or any Restricted Subsidiary not otherwise prohibited by this AgreementIndenture, (iiiC) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (ivD) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company or any Restricted Subsidiary, (vE) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (viF) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (viiG) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viiiH) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower Company or any Restricted Subsidiary in any manner material to the Borrower Company or such Restricted Subsidiary, (ixI) pursuant to Hedging Obligations entered into for bona fide hedging purposes; purposes or (xJ) pursuant to Bank Products Obligations; (e5) with respect to a Restricted Subsidiary (or any of its property or assets), imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f6) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower Company or any Restricted Subsidiary or any of their businesses; or (g7) pursuant to an agreement or instrument (iA) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Issue Date pursuant to subsection 7.1, the provisions of Section 407 (Ai) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the BorrowerCompany), or (Bii) if such encumbrance or restriction is not materially more disadvantageous to the Lenders Holders of the Notes than is customary in comparable financings (as determined in good faith by the BorrowerCompany) and either (x) the Borrower Company determines in good faith that such encumbrance or restriction will not materially affect the BorrowerCompany’s ability to make principal or interest payments on the Loans Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (iiB) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iiiC) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Borrower (a) Following the Completion Date, the Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Borrower, or, in the case of a Company or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Company or any Restricted Subsidiary; or (3) sell, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor lease or (iii) transfer any of its property or assets to the Borrower or, in the case Company or any Restricted Subsidiary, (b) The provisions of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars theretoSection 4.07(a) to any other obligation, hereof will not be deemed to constitute such an encumbrance or restriction), except prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an any Credit Facility or any other agreement or instrument instrument, in each case, in effect at or entered into on the Closing Completion Date, and any Credit Facilityamendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Completion Date (as determined in good faith by the Issuer); (2) [Reserved]; (3) encumbrances or restrictions existing under or by reason of this Indenture, the Intercreditor Agreements, the Senior First Priority Notes, the Note Guarantees, the Existing Senior First Priority Notes, Existing Senior Notes Indentures, the other New Senior First Priority Notes Documents, the Senior Second Priority Notes, the New Senior Second Priority Notes Indenture, the other Senior Second Priority Notes Documents, the Senior Unsecured Holdco Notes, the Senior Unsecured Holdco Notes Guarantee, the Holdco Notes Indenture, the Existing Credit Facility and the guarantees thereof, the New Credit Facility and the guarantees thereof, the Intercreditor Agreement, any Additional Intercreditor Agreement, the Notes Escrow Agreement, the New Senior Subordinated Notes or Escrow Agreement, the Senior Subordinated Holdco Notes IndentureEscrow Agreement, and the Notes Security Documents; (b4) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, Person or relating to Indebtedness or any Capital Stock or Indebtedness of a Person, entered into on or before the date on which (i) such Person is was acquired by or merged merged, consolidated or consolidated otherwise combined with or into the Borrower Company or any Restricted Subsidiary, or which (ii) such agreement or instrument is assumed by the Borrower Company or any Restricted Subsidiary in connection with an acquisition of assets from or (iii) such PersonPerson became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to financeconsideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, consolidated or otherwise in connection with, combined with or into the Company or any Restricted Subsidiary) and outstanding on such acquisition, merger or consolidation)date; provided that that, for the purposes of this subsection 7.9(bSection 4.07(b)(4), if a another Person other than the Borrower is the Successor Company with respect theretoCompany, or any Subsidiary thereof, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Company or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c5) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, replaces an agreement or instrument referred to in subsection 7.9(aSection 4.07(b)(1), Section 4.07(b)(3) or (bSection 4.07(b)(4) above or this subsection 7.9(cSection 4.07(b)(5) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”agreement referred to in Section 4.07(b)(1), Section 4.07(b)(3) or Section 4.07(b)(4) or this Section 4.07(b)(5); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing Agreement agreement or Amendment instrument are no less favorable in any material respect to the Holders taken as a whole are not materially less favorable to than the Lenders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement refinancing or Amendment amendment, supplement or other modification relates (as determined in good faith by the BorrowerIssuer); (i6) any encumbrance or restriction: (A) that restricts 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, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in mortgages, pledges or other security agreements permitted under this Indenture or securing Indebtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent restricting such encumbrances or restrictions restrict the transfer of the property or assets subject theretoto such mortgages, pledges or other security agreements; (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company or any Restricted Subsidiary; or (D) pursuant to the terms of any license, authorization, concession or permit; (v7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or assets so acquired, (vi) on cash any encumbrance or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (vii) restriction pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in a joint venture and other similar agreements), (viii) agreement that arises or is agreed to in imposes restrictions on the ordinary course transfer of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligationsjoint venture; (e) 8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable law, rule, regulation regulation, governmental license or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orstock exchange; (g11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Completion Date pursuant to subsection 7.1, (A) Section 4.04 hereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Holders of the Notes than (i) the encumbrances and restrictions contained in the Initial Agreements (Existing Credit Facility or the New Credit Facility on the Completion Date, together with the security documents associated therewith, if any, and the Intercreditor Agreement, as determined in good faith by effect on or immediately prior to the Borrower), Completion Date or (Bii) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the BorrowerIssuer) and either where, in the case of clause (ii), the Issuer determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) the Borrower determines in good faith that such encumbrance or restriction will not materially affect adversely affect, in any material respect, the BorrowerIssuer’s ability to make principal or interest payments on the Loans Notes as and when they become due or (y) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, (ii) relating to any sale of receivables by or other Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Qualified Receivables Financing Disposition that, in the good faith determination of an Officer or the Board of Directors of the Company, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by or to or in favor reason of any Special Purpose EntityLien permitted under Section 4.06 hereof.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower Company and any Permitted Affiliate Parent will not, and will not permit any Restricted Subsidiary (other than the Borrowers) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (iother than the Borrowers) to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the BorrowerCompany, or, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary; or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii3) transfer any of its property or assets to the Borrower orCompany, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (Subsidiary; provided that dividend (x) the priority of any Preferred Stock in receiving dividends or liquidation priority between classes of Capital Stock, liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (y) the subordination of any obligation (including but not limited to, the application of any remedy bars theretostandstill requirements to) loans or advances made to the Company, a Permitted Affiliate Parent or any Restricted Subsidiary to other obligationIndebtedness Incurred by the Company, will a Permitted Affiliate Parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction), except . (b) The preceding provisions will not prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an agreement or instrument in effect at or entered into on the Closing Signing Date, any Credit Facilityincluding, without limitation, this Agreement, the Intercreditor Agreements, the Columbus Senior First Priority Notes, the Senior First Priority Notes Indentures, the other Senior First Priority Notes Documents, the Senior Second Priority Notes, the Senior Second Priority Notes Indenture, the other Senior Second Priority Notes Documents2019 Sterling Bonds Trust Deed, the Existing Senior Unsecured Notes, the Senior Unsecured Secured Notes Indenture, the Existing Senior Subordinated Notes or the Senior Subordinated Notes Indenture, the Existing Intercreditor Agreement, the other Loan Documents, the Collateral Documents thereunder and any related documentation, in each case, as in effect on the Signing Date; (b2) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, or Person relating to Indebtedness or any Capital Stock or Indebtedness of a Person, Incurred on or before the date on which such Person is was acquired by or merged or consolidated with or into the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Borrower Company or any Restricted Subsidiary in connection with an acquisition of assets from (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such PersonPerson became a Restricted Subsidiary or was acquired by the Company or a Permitted Affiliate Parent or was merged or consolidated with or into the Company, as a Permitted Affiliate Parent or any Restricted Subsidiary or in effect at the time contemplation of such acquisitiontransaction) and outstanding on such date, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that any such encumbrance or restriction shall not extend to any assets or property of the Company, a Permitted Affiliate Parent or any other Restricted Subsidiary other than the assets and property so acquired and provided, further, that for the purposes of this subsection 7.9(bSection 4.08(b)(2), if a another Person other than the Borrower is the Successor Company with respect theretoCompany, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Company, a Permitted Affiliate Parent or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c3) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aSection 4.08(b)(1) or (bSection 4.08(b)(2) above or this subsection 7.9(c) (an “Initial Agreement”Section 4.08(b)(3) or contained in any amendment, supplement supplement, restatement or other modification to an Initial Agreement (an “Amendment”agreement referred to in Section 4.08(b)(1) or Section 4.08(b)(2) or this Section 4.08(b)(3); provided, however, that the encumbrances and restrictions restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such Refinancing Agreement or Amendment taken as a whole agreement are not materially no less favorable in any material respect to the Lenders Finance Parties than the encumbrances and restrictions contained in the Initial Agreement such agreements referred to in Section 4.08(b)(1) or Initial Agreements to which such Refinancing Agreement or Amendment relates Section 4.08(b)(2) (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company); (i4) in the case of Section 4.08(a)(3), any encumbrance or restriction: (A) that restricts 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 such lease, license or other contract, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in Liens permitted under this Agreement securing Indebtedness of the Company, a Permitted Affiliate Parent or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, agreements; (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, ; or (vD) contained in operating leases for real property and restricting only the transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (5) any encumbrance or restriction pursuant to (A) Purchase Money Obligations that impose encumbrances or restrictions on the for property or assets so acquired, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viii) that arises or is agreed to acquired in the ordinary course of business and does not detract from the value of property (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that either (i) impose encumbrances or assets restrictions of the Borrower or any Restricted Subsidiary nature described in any manner material to Section 4.08(a)(3) on the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; property so acquired or (xii) pursuant to Bank Products are customary in connection with Purchase Money Obligations, Capitalized Lease Obligations and mortgage financings for property acquired in the ordinary course of business; (e6) any encumbrance or restriction arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management of the Company, are necessary to effect such Qualified Receivables Transaction; (7) any encumbrance or restriction (A) with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement (or option to enter into such contract) entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending or (B) arising by reason of contracts for the closing sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale and disposition of all or substantially all assets of such sale Subsidiary or dispositionconditions imposed by governmental authorities or otherwise resulting from dispositions required by governmental authorities; (f8) (A) customary provisions in leases, asset sale agreements, joint venture agreements and other agreements and instruments entered into by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary in the ordinary course of business or (B) in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, encumbrances, restrictions and conditions imposed by its organizational documents or any related shareholders, joint venture or other agreements (including restrictions on the payment of dividends or other distributions); (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable law, rule, regulation or regulation, governmental license, order, concession, franchise, or permit or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orauthority; (g10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (11) any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; (12) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Signing Date pursuant to subsection 7.1, Section 4.09 if (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Finance Parties than the encumbrances and restrictions contained in this Agreement, the Initial Agreements Existing Senior Secured Notes Indenture, the Existing Intercreditor Agreement, the other Loan Documents, and any related documentation, in each case, as in effect on the Signing Date (as determined conclusively in good faith by the Borrower), Board of Directors or senior management of the Company) or (B) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is encumbrances and restrictions taken as a whole are customary in comparable financings (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company) and and, in each case, either (xi) the Borrower determines in good faith Company reasonably believes that such encumbrance or restriction encumbrances and restrictions will not materially affect the Borrower’s Borrowers’ ability to make principal or interest payments on the Loans as and when they come due or (yii) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, ; and (ii13) relating to any sale encumbrance or restriction arising by reason of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or customary non-assignment provisions in favor of any Special Purpose Entityagreements.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower Issuer will not, and will not permit any Restricted Subsidiary (other than Affiliate Subsidiaries) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (iother than the Affiliate Subsidiaries) to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower, or, in the case of a Issuer or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Issuer or any Restricted Subsidiary; or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii3) transfer any of its property or assets to the Borrower or, in the case of a Issuer or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (Subsidiary; provided that dividend (x) the priority of any Preferred Stock in receiving dividends or liquidation priority between classes of Capital Stock, liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (y) the subordination of any obligation (including but not limited to, the application of any remedy bars theretostandstill requirements to) loans or advances made to the Issuer or any Restricted Subsidiary to other obligationIndebtedness Incurred by the Issuer or any Restricted Subsidiary, will shall not be deemed to constitute such an encumbrance or restriction), except . (b) Section 4.08(a) will not prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an agreement or instrument in effect at or entered into on the Closing Issue Date, any including, without limitation, this Indenture, the Existing Senior Secured Notes Indentures, the Senior Secured Notes Indenture, the Existing Senior Notes Indentures, the Senior Credit Facility, the Intercreditor AgreementsDeed and the security documents thereunder, in each case, as in effect on the Senior First Priority Notes, the Senior First Priority Notes Indentures, the other Senior First Priority Notes Documents, the Senior Second Priority Notes, the Senior Second Priority Notes Indenture, the other Senior Second Priority Notes Documents, the Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes IndentureIssue Date; (b2) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, or Person relating to Indebtedness or any Capital Stock or Indebtedness of a Person, Incurred on or before the date on which such Person is was acquired by or merged or consolidated with or into the Borrower Issuer or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Borrower Issuer or any Restricted Subsidiary in connection with an acquisition of assets from (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person, as Person became a Restricted Subsidiary or was acquired by the Issuer or was merged or consolidated with or into the Issuer or any Restricted Subsidiary or in effect at the time contemplation of such acquisitiontransaction) and outstanding on such date, merger provided, that any such encumbrance or consolidation (except restriction shall not extend to any assets or property of the extent that such Indebtedness was incurred to financeIssuer or any other Restricted Subsidiary other than the assets and property so acquired and provided, or otherwise in connection withfurther, such acquisition, merger or consolidation); provided that for the purposes of this subsection 7.9(b)clause, if a another Person other than the Borrower is the Successor Company with respect theretoCompany, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Issuer or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c3) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aclause (1) or (b2) above of this Section 4.08(b) or this subsection 7.9(c) clause (an “Initial Agreement”3) or contained in any amendment, supplement or other modification to an Initial Agreement agreement referred to in clause (an “Amendment”1) or (2) of this Section 4.08(b) or this clause (3); provided, however, that the encumbrances and restrictions restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such Refinancing Agreement or Amendment taken as a whole agreement are not materially no less favorable in any material respect to the Lenders Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreement such agreements referred to in clauses (1) or Initial Agreements to which such Refinancing Agreement or Amendment relates (2) of this Section 4.08(b) (as determined in good faith by the BorrowerBoard of Directors or senior management of the Issuer); (i4) in the case of Section 4.08(a)(3), any encumbrance or restriction: (A) that restricts 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 such lease, license or other contract, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in Liens permitted under this Indenture securing Indebtedness of the Issuer or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, agreements; or (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Issuer or any Restricted Subsidiary, ; (v5) any encumbrance or restriction pursuant to (A) Purchase Money Obligations that impose encumbrances or restrictions on the for property or assets so acquired, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viii) that arises or is agreed to acquired in the ordinary course of business and does not detract from the value of property (B) Capitalized Lease Obligations permitted under this Indenture, in each case that impose encumbrances or assets restrictions of the Borrower or any Restricted Subsidiary nature described in any manner material to Section 4.08(a)(3) on the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligationsproperty so acquired; (e6) any Purchase Money Note or other Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management of the Issuer, are necessary to effect such Qualified Receivables Transaction; (7) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f8) customary provisions in leases, asset sale agreements, joint venture agreements and other agreements and instruments entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable law, rule, regulation regulation, governmental license or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orauthority; (g10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (11) any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; and (12) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Issue Date pursuant to subsection 7.1, the provisions of Section 4.09 if (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Holders than the encumbrances and restrictions contained in the Initial Agreements Senior Credit Facility, the Existing Senior Secured Notes Indentures, the Senior Secured Notes Indenture and the Intercreditor Deed, in each case, as in effect on the Issue Date (as determined in good faith by the Borrower), Board of Directors or senior management of the Issuer) or (B) if such encumbrance or restriction is encumbrances and restrictions taken as a whole are not materially more disadvantageous to the Lenders Holders than is customary in comparable financings (as determined in good faith by the BorrowerBoard of Directors or senior management of the Issuer) and and, in each case, either (xi) the Borrower determines in good faith Issuer reasonably believes that such encumbrance or restriction encumbrances and restrictions will not materially affect the BorrowerIssuer’s ability to make principal or interest payments on the Loans Notes as and when they come due or (yii) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (ii) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Borrower Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower, Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, (ii) make any loans or advances to the Borrower Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii) transfer any of its property or assets to the Borrower Company or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction: (a1) pursuant to an agreement or instrument in effect at or entered into on the Closing Issue Date, any Credit Facility, this Indenture, the Notes, the Note Security Documents, the Intercreditor Agreements, the Senior First Priority NotesNote Documents, the Senior First Priority Notes IndenturesNotes, the other Senior First Second Priority Notes Note Documents, the Senior Second Priority Notes, the April 2012 Senior Second Priority Notes Unsecured Indenture, the other Senior Second Priority Notes Documents, the April 2012 Senior Unsecured Notes, the October 2012 Senior Unsecured Notes Indenture, the October 2012 Senior Unsecured Notes, the Existing Senior Subordinated Notes Indenture or the Existing Senior Subordinated Notes IndentureNotes; (b2) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Borrower Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower Company or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this subsection 7.9(bclause (2), if a Person other than the Borrower Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (c3) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aclause (1) or (b2) above of this Section 410 or this subsection 7.9(cclause (3) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders Holders of the Notes than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the BorrowerCompany); (i4) (A) that restricts 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, (iiB) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower Company or any Restricted Subsidiary not otherwise prohibited by this AgreementIndenture, (iiiC) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (ivD) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company or any Restricted Subsidiary, (vE) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (viF) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (viiG) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viiiH) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower Company or any Restricted Subsidiary in any manner material to the Borrower Company or such Restricted Subsidiary, (ixI) pursuant to Hedging Obligations entered into for bona fide hedging purposes; purposes or (xJ) pursuant to Bank Products Obligations; (e5) with respect to a Restricted Subsidiary (or any of its property or assets), imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f6) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower Company or any Restricted Subsidiary or any of their businesses; or (g7) pursuant to an agreement or instrument (iA) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Issue Date pursuant to subsection 7.1, the provisions of Section 407 (Ai) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the BorrowerCompany), or (Bii) if such encumbrance or restriction is not materially more disadvantageous to the Lenders Holders of the Notes than is customary in comparable financings (as determined in good faith by the BorrowerCompany) and either (x) the Borrower Company determines in good faith that such encumbrance or restriction will not materially affect the BorrowerCompany’s ability to make principal or interest payments on the Loans Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (iiB) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iiiC) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Borrower Company and any Permitted Affiliate Parent will not, and will not permit any Restricted Subsidiary (other than the Borrowers) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (iother than the Borrowers) to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the BorrowerCompany, or, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor, Subsidiary; (ii2) make any loans or advances to the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary; or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor or (iii3) transfer any of its property or assets to the Borrower orCompany, in the case of a Permitted Affiliate Parent or any Restricted Subsidiary that is not a Subsidiary Guarantor, to a Subsidiary Guarantor (Subsidiary; provided that dividend (a) the priority of any Preferred Stock in receiving dividends or liquidation priority between classes of Capital Stock, liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (b) the subordination of any obligation (including but not limited to, the application of any remedy bars theretostandstill requirements to) loans or advances made to the Company, a Permitted Affiliate Parent or any Restricted Subsidiary to other obligationIndebtedness Incurred by the Company, will a Permitted Affiliate Parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction), except . (b) Section 4.08(a) will not prohibit: (1) any encumbrance or restriction: (a) restriction pursuant to an agreement or instrument in effect at or entered into on the Closing date of this 2017 Amendment Effective Date, any Credit Facilityincluding, without limitation, this Agreement, the Intercreditor Agreements, the Existing Senior First Priority Notes, the Senior First Priority Secured Notes Indentures, the other Super Senior First Priority Notes DocumentsCredit Facilities Agreement, the Existing Senior Second Priority NotesIndentures, the Senior Second Priority Notes IndentureIntercreditor Agreement and the Security Documents and any related documentation, in each case, as in effect on the other Senior Second Priority Notes Documents, the Senior Unsecured Notes, the Senior Unsecured Notes Indenture, the Senior Subordinated Notes or the Senior Subordinated Notes Indenture2017 Amendment Effective Date; (b2) any encumbrance or restriction pursuant to any an agreement or instrument of a Person, or Person relating to Indebtedness or any Capital Stock or Indebtedness of a Person, Incurred on or before the date on which such Person is was acquired by or merged or consolidated with or into the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary in connection with an acquisition of assets from (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such PersonPerson became a Restricted Subsidiary or was acquired by the Company, as a Permitted Affiliate Parent or a Restricted Subsidiary or was merged or consolidated with or into the Company, a Permitted Affiliate Parent or any Restricted Subsidiary or in effect at the time contemplation of such acquisitiontransaction) and outstanding on such date, merger provided, that any such encumbrance or consolidation (except restriction shall not extend to any assets or property of the extent that such Indebtedness was incurred to financeCompany, a Permitted Affiliate Parent or otherwise in connection withany other Restricted Subsidiary other than the assets and property so acquired and provided, such acquisitionfurther, merger or consolidation); provided that for the purposes of this subsection 7.9(bSection 4.08(b)(2), if a another Person other than the Borrower is the Successor Company with respect theretoCompany, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, assumed by the Borrower Company, a Permitted Affiliate Parent or a any Restricted Subsidiary, as the case may be, Subsidiary when such Person becomes such the Successor Company; (c3) any encumbrance or restriction pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in subsection 7.9(aSection 4.08(b)(1) or (bSection 4.08(b)(2) above or this subsection 7.9(c) (an “Initial Agreement”Section 4.08(b)(3) or contained in any amendment, supplement supplement, restatement or other modification to an Initial Agreement (an “Amendment”agreement referred to in Section 4.08(b)(1) or Section 4.08(b)(2) or this Section 4.08(b)(3); provided, however, that the encumbrances and restrictions restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such Refinancing Agreement or Amendment taken as a whole agreement are not materially no less favorable in any material respect to the Lenders Finance Parties than the encumbrances and restrictions contained in the Initial Agreement such agreements referred to in Section 4.08(b)(1) or Initial Agreements to which such Refinancing Agreement or Amendment relates Section 4.08(b)(2) (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent); (i4) in the case of Section 4.08(a)(3), any encumbrance or restriction: (A) that restricts 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 such lease, license or other contract, ; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (iiiB) contained in Liens permitted under this Agreement securing Indebtedness of the Company, a Permitted Affiliate Parent or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, agreements; (ivC) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower Company, a Permitted Affiliate Parent or any Restricted Subsidiary, ; or (vD) contained in operating leases for real property and restricting only the transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (5) any encumbrance or restriction pursuant to (A) Purchase Money Obligations for property acquired in the ordinary course of business or (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that either (i) impose encumbrances or restrictions of the nature described in Section 4.08(a)(3) on the property so acquired or assets so acquired(ii) are customary in connection with Purchase Money Obligations, (vi) on cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements entered into Capitalized Lease Obligations and mortgage financings for property acquired in the ordinary course of business, (vii) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements), (viii) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary, (ix) pursuant to Hedging Obligations entered into for bona fide hedging purposes; or (x) pursuant to Bank Products Obligations; (e6) any encumbrance or restriction arising in connection with, or any contractual requirement Incurred with respect to, any Purchase Money Note, other Indebtedness or a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management of the Company or a Permitted Affiliate Parent, are necessary to effect such Qualified Receivables Transaction; (7) any encumbrance or restriction (A) with respect to a Restricted Subsidiary (or any of its property or assets), ) imposed pursuant to an agreement (or option to enter into such contract) entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; or (B) arising by reason of contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale and disposition of all or substantially all assets of such Subsidiary or conditions imposed by governmental authorities or otherwise resulting from dispositions required by governmental authorities; (f8) (A) customary provisions in leases, asset sale agreements, joint venture agreements and other agreements and instruments entered into by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary in the ordinary course of business or (B) in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, encumbrances, restrictions and conditions imposed by its organizational documents or any related shareholders, joint venture or other agreements (including restrictions on the payment of dividends or other distributions); (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable law, rule, regulation or regulation, governmental license, order, concession, franchise, or permit or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; orauthority; (g10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (11) any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; (12) any encumbrance or restriction arising pursuant to an agreement or instrument (i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing 2017 Amendment Effective Date pursuant to subsection 7.1, Section 4.09 if (Aa) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders Finance Parties than the encumbrances and restrictions contained in the Initial Agreements Super Senior Credit Facilities Agreement, the Existing Senior Secured Notes and the Intercreditor Agreement, in each case, as in effect on the 2017 Amendment Effective Date (as determined conclusively in good faith by the Borrower), Board of Directors or senior management of the Company or a Permitted Affiliate Parent) or (Bb) if such encumbrance or restriction is encumbrances and restrictions taken as a whole are not materially more disadvantageous to the Lenders Finance Parties than is customary in comparable financings (as determined conclusively in good faith by the BorrowerBoard of Directors or senior management of the Company or a Permitted Affiliate Parent) and and, in each case, either (xi) the Borrower determines in good faith Company or a Permitted Affiliate Parent reasonably believes that such encumbrance or restriction encumbrances and restrictions will not materially affect the Borrower’s ability to make principal or interest payments on the Loans as and when they come due or (yii) such encumbrance or restriction applies encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, ; and (ii13) relating to any sale encumbrance or restriction arising by reason of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to Indebtedness of or a Financing Disposition by or to or customary non-assignment provisions in favor of any Special Purpose Entityagreements.