Common use of Limitation on Restrictions on Subsidiary Distributions Clause in Contracts

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Class I Restricted Subsidiary (or, in the case of clause (a) only, any Class II Restricted Subsidiary of the Borrower) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Class I Restricted Subsidiary, (b) make Investments in the Borrower or any other Class I Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other Class I Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as Subsidiary pending such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, Disposition and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g)agreements, instruments and documents of the types described in clauses (hb) and through (ml) of Section 7.12 (provided provided, that, in the case of any such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary type that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(mlimited to certain assets (including Capital Stock) or Persons, the Indebtedness secured thereby permission in this clause (iii) shall also be limited to such assets or Persons after giving effect to the final sentence of Section 7.12) and negotiated in which case such prohibition good faith and not with the purpose of avoiding the restrictions of this Section. Notwithstanding any of the foregoing, the ability of any Class II Restricted Subsidiary to make Restricted Payments may be subject to encumbrances and restrictions imposed by agreements or limitation shall only be effective against the assets instruments relating to any Non-Recourse Debt of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)Class II Restricted Subsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Parent Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Parent Borrower, (b) make Investments in the Parent Borrower or any other Subsidiary of the Parent Borrower or (c) transfer any of its assets to the Parent Borrower or any other Subsidiary, except for (i) such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents and (ii) encumbrances or restrictions contained in, or existing by reasons of, any restrictions agreement or instrument (A) relating to property existing under at the New Senior Note Indenturetime of the acquisition thereof, so long as the encumbrance or restriction relates only to the property so acquired, (B) relating to any Indebtedness of any Subsidiary at the time such Subsidiary was merged or consolidated with or into, or acquired by, the New Senior Note Indenture and Parent Borrower or a Subsidiary or became a Subsidiary, which encumbrance or restriction is not applicable to any agreements governing Indebtedness permitted by Sections 6.2(f)Person, to the extent or any properties or assets of any Person, other than such restrictions are no more restrictive than those in the Senior Note Indenture Subsidiary or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock properties or assets of such SubsidiarySubsidiary and is not created in contemplation thereof, (ivC) customary net worth provisions contained effecting a renewal, extension, or refinancing (or successive extensions, renewals or refinancings) of Indebtedness issued under an agreement referred to in real property leases entered into in by any Loan Party clauses (A) or (B) above, so long as the encumbrances or restrictions contained in any such net worth provisions would renewal, extension, or refinancing agreement are not reasonably be expected to impair materially more restrictive than the ability encumbrances or restrictions contained in the original agreement, (D) constituting restrictions on the sale or other disposition of the Loan Parties to meet their ongoing obligations under this Agreement or any property as a result of the other Loan Documentsa Lien on such property permitted hereunder, and (vE) with respect to clause (c) above only, (i) customary non-assignment constituting provisions contained in licenses agreements or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing instruments relating to Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in hereunder that prohibit the case transfer of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition all or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against substantially all of the assets of the obligor under that agreement or instrument unless the transferee assumes the obligations of the obligor under such Subsidiary agreement or instrument or such assets may be transferred subject to such Lienprohibition, (F) constituting any encumbrance or restriction with respect to property under an agreement that has been entered into for the disposition of such property, provided that such disposition is otherwise permitted hereunder and (vG) constituting any agreements governing encumbrance or restriction contained in the Constituent Documents of any purchase money Liens Subsidiary that subjects the payment of dividends or Capital Lease Obligations otherwise permitted hereby the making of other distributions to the discretion of the Board of Directors of such Subsidiary or permits dividends or distributions only to the extent of available cash (as defined in which case, any prohibition or limitation shall only be effective against the assets financed therebysuch Constituent Document).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (iii) restrictions with respect to a Person at the time it becomes a Subsidiary pursuant to any Indebtedness permitted pursuant to Section 7.2(g), provided that, such restrictions (x) were not entered into in contemplation of such Person becoming a Subsidiary and (y) such restrictions apply solely to such Person and its Subsidiaries; (iv) customary net worth provisions contained in real property leases entered into in restrictions imposed by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and applicable law; (v) with respect to clause clauses (b) and (c) onlyabove, (A) restrictions pursuant to documentation evidencing Permitted Construction Financing or Mortgage Financing incurred by Subsidiaries that are not Guarantors, and (B) restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; and (vi) any restrictions existing under an agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (i) customary non-assignment provisions in licenses or sublicenses by through (v), provided that, the terms and conditions of any such agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries in Subsidiaries, as applicable, than those under the ordinary course of business (in which case such prohibition agreement so amended, refinanced or limitation shall only be effective against the Intellectual Property subject thereto)replaced, (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by taken as a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)whole.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual contractual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower Company or any other SubsidiarySubsidiary Guarantor, (b) make Investments in the Borrower Company or any other Subsidiary Guarantor or (c) transfer any of its assets to the Borrower Company or any other SubsidiarySubsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents and (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided such Disposition is permitted hereunder; provided that this Section 7.13 shall not apply to (iv1) customary net worth provisions contained in real property leases entered into in encumbrances or restrictions arising by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability reason of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions or no-subletting clauses in licenses leases or sublicenses by the Borrower and its Subsidiaries other contracts entered into in the ordinary course of business and consistent with past practices; (2) [reserved]; (3) encumbrances or restrictions in which case such prohibition the documentation governing Credit Agreement Refinancing Debt or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (mincurred under Section 7.02(j) (provided that, in the case of such agreements governing Indebtedness permitted by under Section 6.2(h7.02(j), to the extent such prohibition or limitation shall be effective only against provisions are more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the property acquired therebyrestrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder); (iv4) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) encumbrances or the Indebtedness secured thereby (restrictions in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in which casethe case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed therebythereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive than that in the relevant refinanced agreement); (5) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (6) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, agreements in respect of sales of Capital Stock and other similar agreements entered into in connection with transactions permitted under this Agreement, provided that such encumbrance or restriction shall only be effective against the assets or property that are the subject of such agreements; (7) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such Indebtedness is only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors, (8) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.13 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinanced and (9) encumbrances or restrictions in documentation governing Permitted Securitization Financings.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiaryLoan Party, (bii) make loans or advances to or Investments in the Borrower or any other Subsidiary Loan Party or (ciii) transfer any of its assets to the Borrower or any other SubsidiaryLoan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions and conditions existing under the Loan Documents, any other Indebtedness permitted by Section 6.18(i) or (ii) any restrictions existing under the New Senior Note Indentureiv), the New Senior Note Indenture and Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted by Sections 6.2(f), to be incurred pursuant to Section 6.18 to the extent such agreements’ applicable restrictions are no more restrictive than those will not materially impair the Company’s ability to make principal or interest payment on the Loans, and any Permitted Refinancing Indebtedness in the Senior Note Indenture or the New Senior Note Indenturerespect thereof, (iiib) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (ivc) customary net worth provisions contained in real property leases entered into in any restrictions with respect to assets encumbered by any Loan Party a Lien permitted by Section 6.16 so long as such net worth provisions would not reasonably be expected restriction applies only to impair materially the ability assets encumbered by such permitted Lien, (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Loan Parties to meet their ongoing obligations under this Agreement Voting Stock is owned by the Company or any of its Subsidiaries, (e) customary restrictions in connection with Permitted Securitizations, (f) applicable Requirements of Law, (g) customary restrictions and conditions contained in any agreement relating to the other Loan DocumentsDisposition of any property not prohibited by Section 6.14 pending the consummation of such Disposition, and (vh) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary of the Company, so long as such agreement was not entered into in connection with respect to clause (c) onlyor in contemplation of such person becoming a Restricted Subsidiary of the Company, (i) any instrument governing Indebtedness assumed in connection with the Acquisition or any permitted Future Acquisition and permitted pursuant to Section 6.18, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; or (j) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (h) or (i) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided, further, that this Section 6.20 shall not apply to encumbrances or restrictions (x) arising by reason of customary non-assignment provisions or no-subletting clauses in licenses leases or sublicenses by the Borrower and its Subsidiaries other contracts entered into in the ordinary course of business and consistent with past practices or (y) in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations Indebtedness permitted pursuant to Section 6.18(xix) otherwise permitted hereby (in which case, any prohibition or limitation shall and covering only be effective against the those assets financed thereby)by such Indebtedness.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary, (iii) any agreement existing as of the Closing Date set forth on Schedule 6.13 (or a modification, replacement, renewal or extension thereof that is no more restrictive in any material respect than such agreement as it exists on the Closing Date) or that is assumed by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with any Acquisition permitted in Section 6.7 or is binding on any Restricted Subsidiary at the time such Person becomes a Restricted Subsidiary (provided that such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary), or that is an agreement governing Indebtedness permitted by Section 6.2, or any customary provisions in leases, subleases, licenses, sublicenses, joint venture agreements, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same or any similar agreements; provided that, (x) to the extent any such agreement is entered into after the Closing Date, such encumbrance or restriction shall only be effective against (A) the Property or Person (and its Subsidiaries) acquired in such Acquisition, securing such Indebtedness or that is the subject of such Disposition or other leases, subleases, licenses, sublicenses, agreements or contracts, and (B) the distributions of any Subsidiary of the Borrower (provided that such Subsidiary shall not have any assets other than such assets to be Disposed of or acquired or financed) and (y) solely with respect to any non-Wholly-Owned Subsidiary or joint venture, such encumbrance or restriction shall only be effective against such non-Wholly-Owned Subsidiary or joint venture, (iv) which are in favor of any holder of Indebtedness permitted to be incurred under Section 6.2 but solely to the extent that such restrictions are no more restrictive than the terms of any Loan Document, (v) customary net worth provisions contained in real property leases and other agreements that do not evidence Indebtedness entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries or a Subsidiary of the Borrower in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)business, (iivi) customary provisions in joint venture agreements and similar agreements that restrict transfers are or were created by virtue of assets any transfer of, agreement to transfer or equity interests in, such joint venture, option or right with respect to any property not otherwise prohibited under this Agreement or (iiivii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)described on Schedule 6.13.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make Investments in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for (i) such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents and (ii) encumbrances or restrictions contained in, or existing by reasons of, any restrictions agreement or instrument (A) relating to property existing under at the New Senior Note Indenturetime of the acquisition thereof, so long as the encumbrance or restriction relates only to the property so acquired, (B) relating to any Indebtedness of any Subsidiary at the time such Subsidiary was merged or consolidated with or into, or acquired by, the New Senior Note Indenture and Borrower or a Subsidiary or became a Subsidiary, which encumbrance or restriction is not applicable to any agreements governing Indebtedness permitted by Sections 6.2(f)Person, to the extent or any properties or assets of any Person, other than such restrictions are no more restrictive than those in the Senior Note Indenture Subsidiary or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock properties or assets of such SubsidiarySubsidiary and is not created in contemplation thereof, (ivC) customary net worth provisions contained effecting a renewal, extension, or refinancing (or successive extensions, renewals or refinancings) of Indebtedness issued under an agreement referred to in real property leases entered into in by any Loan Party clauses (A) or (B) above, so long as the encumbrances or restrictions contained in any such net worth provisions would renewal, extension, or refinancing agreement are not reasonably be expected to impair materially more restrictive than the ability encumbrances or restrictions contained in the original agreement, (D) constituting restrictions on the sale or other disposition of the Loan Parties to meet their ongoing obligations under this Agreement or any property as a result of the other Loan Documentsa Lien on such property permitted hereunder, and (vE) with respect to clause (c) above only, (i) customary non-assignment constituting provisions contained in licenses agreements or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing instruments relating to Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in hereunder that prohibit the case transfer of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition all or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against substantially all of the assets of the obligor under that agreement or instrument unless the transferee assumes the obligations of the obligor under such Subsidiary agreement or instrument or such assets may be transferred subject to such Lienprohibition, (F) constituting any encumbrance or restriction with respect to property under an agreement that has been entered into for the disposition of such property, provided that such disposition is otherwise permitted hereunder and (vG) constituting any agreements governing encumbrance or restriction contained in the Constituent Documents of any purchase money Liens Subsidiary that subjects the payment of dividends or Capital Lease Obligations otherwise permitted hereby the making of other distributions to the discretion of the Board of Directors of such Subsidiary or permits dividends or distributions only to the extent of available cash (as defined in which case, any prohibition or limitation shall only be effective against the assets financed therebysuch Constituent Document).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby)applicable law, (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor the Senior Subordinated Note Indenture (or any other agreement governing Liens Indebtedness permitted by under Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and 7.2(f), (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby customary provisions restricting the assignment of rights under contracts, (vi) the Securitization Documentation (in which case, any prohibition or limitation restriction shall only be effective against the relevant Securitization Entities), (vii) any agreement with respect to Indebtedness of a Foreign Subsidiary permitted under Section 7.2(o) or Indebtedness of a Subsidiary permitted under Section 7.2(i) (in which case, any prohibition or restriction shall only be effective against such Subsidiary), (viii) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (ix) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (x) any agreement for the sale of a Subsidiary that restricts distributions by that Subsidiary pending its sale, (xi) provisions with respect to the disposition or distribution of assets financed therebyor property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into the ordinary course of business and (xiii) restrictions on rights to dispose of assets subject to Liens permitted under Xxxxxxx 0.0(x), (x), (x), (x), (x), (x)xx (w).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject any restrictions imposed pursuant to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations or other secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against as to transfers of the assets financed therebythereby or securing such Indebtedness), (iv) customary non assignment provisions in any contract or lease entered into in the ordinary course of business and consistent with past practices, (v) applicable law or any applicable rule, regulation, or order of any Governmental Authority, (vi) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements entered into in the ordinary course of business, provided that such provisions apply only to the assets subject to such agreements, and (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower Company or any other Subsidiary, (b) make Investments in the Borrower Company or any other Subsidiary or (c) transfer any of its assets to the Borrower Company or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrances or restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted or by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenturereason of applicable law, (iii) customary restrictions and conditions contained in agreements relating to any sale of Property permitted by Section 6.03 or 6.04 pending such sale (including agreements evidencing Indebtedness permitted by Section 6.01(j)), provided such restrictions with respect and conditions apply only to a Subsidiary imposed pursuant the Property that is to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiarybe sold, (iv) customary net worth provisions contained any agreement in real property leases effect, or entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially into, on the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan DocumentsRestatement Effective Date and identified on Schedule 6.13, and (v) with respect to clause (c) only, (i) customary non-provisions restricting subletting or assignment provisions in licenses of any lease governing a leasehold interest of the Company or sublicenses by a Subsidiary of the Borrower and its Subsidiaries Company entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)and consistent with past practices, (iivi) customary provisions in joint venture agreements any encumbrance or restriction under any agreement or instrument governing Permitted Acquired Debt or Permitted Seller Debt, which encumbrance or restriction is not applicable to any Person or the Properties of any Person, other than the Person or the Properties acquired pursuant to the respective Permitted Acquisition and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided thatso long as, in the case of Permitted Acquired Debt, the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) customary restrictions contained in any documentation governing Attributable Debt arising in connection with a Permitted Sale-Leaseback Transaction, so long as any such agreements governing restriction is applicable only to the Property securing such Attributable Debt, (viii) restrictions and conditions on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder (except to the extent otherwise subject to limitation under clause (xii) below), (ix) negative pledges and restrictions on Liens in favor of any holder of secured Indebtedness permitted by Section 6.2(h), such prohibition 6.01(c) or limitation shall be effective (l) but only against to the extent any negative pledges relate to the property acquired therebyfinanced by or the subject of such Indebtedness (and excluding any Subordinated Indebtedness), (ivx) on and after the execution and delivery thereof, encumbrances and restrictions contained in the documentation governing any Indebtedness incurred pursuant to Section 6.01(g), (xi) restrictions and conditions contained in any documents, agreements entered into by and instruments evidencing Permitted Secured Debt assumed in connection with a Subsidiary that Permitted Acquisition so long as (x) such Permitted Secured Debt is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m6.01(r), (y) such restrictions and conditions are applicable only to the Subsidiaries or Properties acquired pursuant to such Permitted Acquisition and (z) such restrictions and conditions were not created (or made more restrictive) in connection with or in anticipation of such Permitted Acquisition and (xii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01(f), (g), (j), (l), (m), (n), (p), (s), (t) or (u) but only if such negative pledge or restriction permits Liens for the Indebtedness secured thereby benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a senior basis (in which case an aggregate principal amount equal to at least the aggregate principal Dollar Amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that such prohibition or limitation shall only be effective against the assets holders of such Subsidiary subject Indebtedness be secured by such Liens equally and ratably or on a junior basis (except to such Lien) and (v) the extent permitted under Section 2.21 in respect of any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebyIncremental Equivalent Debt).

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower Company or any other Subsidiary of the Company, (ii) make loans or advances to the Company or any other Subsidiary of the Company or (ciii) transfer any of its assets to the Borrower Company or any other SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iiib) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (ivc) customary net worth provisions contained in real property leases entered into in any restrictions with respect to assets encumbered by any Loan Party a Lien permitted by Section 6.12 so long as such net worth provisions would not reasonably be expected restriction applies only to impair materially the ability assets encumbered by such permitted Lien, (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Loan Parties to meet their ongoing obligations under this Agreement Voting Stock is owned by the Company or any of its Subsidiaries, (e) customary restrictions in connection with Permitted Securitizations, (f) applicable Requirements of Law, (g) customary restrictions and conditions contained in any agreement relating to the other Loan Documentsdisposition of any property not prohibited by Section 6.10 pending the consummation of such disposition, and (vh) any agreement in effect at the time a Subsidiary becomes a Subsidiary of the Company, so long as such agreement was not entered into in connection with respect to clause (c) onlyor in contemplation of such person becoming a Subsidiary of the Company, (i) any instrument governing Indebtedness assumed in connection with any permitted Acquisition and permitted pursuant to Section 6.14, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; or (h) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (h) or (i) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided further that this Section 6.15 shall not apply to encumbrances or restrictions (x) arising by reason of customary non-assignment provisions or no-subletting clauses in licenses leases or sublicenses by the Borrower and its Subsidiaries other contracts entered into in the ordinary course of business and consistent with past practices or (in which case such prohibition or limitation shall only be effective against y) pursuant to the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements terms governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (of any Foreign Subsidiary provided that, in the case of that such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition encumbrances or limitation restrictions shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against limited to the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)Foreign Subsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to by the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary and (iviii) customary net worth provisions contained in real property leases entered into in by any Loan Party so long agreement existing as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement Closing Date (or a modification, replacement, renewal or extension thereof) or that is assumed by Holdings, the Borrower or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in connection with any Acquisition permitted in Section 6.8 or is binding on any Subsidiary at the ordinary course time such Person becomes a Subsidiary (provided that such agreement was not entered into solely in contemplation of business such Person becoming a Subsidiary); provided that, (in which case x) to the extent any such prohibition agreement is entered into after the Closing Date, such encumbrance or limitation restriction shall only be effective against (A) the Intellectual Property or Person (and its Subsidiaries) acquired in such Acquisition, securing such Indebtedness or that is the subject thereto)of such Disposition or other leases, subleases, licenses, sublicenses, agreements or contracts, and (iiB) customary provisions in joint venture agreements the distributions of any Subsidiary of the Borrower (provided that such Subsidiary shall not have any assets other than such assets to be Disposed of or acquired or financed) and similar agreements that restrict transfers of assets of, (y) solely with respect to any non-Wholly Owned Subsidiary or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition encumbrance or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation restriction shall only be effective against the assets of such non-Wholly Owned Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)joint venture.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other SubsidiarySubsidiary of the Borrower, except for (i) such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iviii) customary net worth provisions contained any encumbrances or restrictions arising from any applicable law, rule, regulation or order or any other agreement in real property leases effect or entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially at the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan DocumentsClosing Date, and (viv) with respect to clause (c) only, restrictions on transfers of assets subject to any Lien permitted under Sections 7.3(c), (d), (g), (i), (k), (l), (o) customary non-assignment provisions or (q), (v) any restrictions on a Special Purpose Subsidiary that arise pursuant to the terms of any agreement entered into in licenses or sublicenses by the Borrower connection with any Receivable Financing Transaction and apply only to such Special Purpose Subsidiary, (vi) any restrictions with respect to any Foreign Subsidiary (and its Subsidiaries Foreign Subsidiaries) contained in agreements governing Indebtedness of such Foreign Subsidiary incurred pursuant to Section 7.2, (vii) any encumbrances or restrictions imposed by reason of customary provisions contained in leases, licenses, joint ventures agreements and similar agreements entered into in the ordinary course of business, (viii) any encumbrances or restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited by this Agreement (which encumbrances or restrictions are limited to such property, assets or Capital Stock); (ix) any restrictions in a contractual obligation incurred in the ordinary course of business (in and on customary terms which case such prohibition or limitation shall only be effective against prohibit transfer of asserts subject of the Intellectual Property subject thereto)applicable contractual obligation, (iix) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets ofrestrictions on cash or other deposits or net worth imposed by customers, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided thatsuppliers or, in the case ordinary course of such business, other third parties (other than holders of Indebtedness), and (xi) any restrictions contained in agreements governing related to Indebtedness permitted by Section 6.2(h), 7.2 (provided that no such prohibition or limitation agreement shall be effective only against the property acquired therebymore restrictive, in any material respect, than this Agreement with respect to any transaction described in clause (a), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(mb) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lienc) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebyabove).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in by the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other SubsidiaryBorrower, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iiib) any restrictions with respect to a Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary and (ivc) customary net worth provisions contained in real property leases entered into in by any Loan Party so long agreement existing as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement Closing Date (or a modification, replacement, renewal or extension thereof) or that is assumed by Holdings, the Borrower or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in connection with any Permitted Acquisition or any Investment permitted by Section 6.6(n) or is binding on any Subsidiary of the ordinary course Borrower at the time such Person becomes a Subsidiary of business the Borrower (provided that such agreement was not entered into solely in which case contemplation of such prohibition Person becoming a Subsidiary of the Borrower), or limitation that is an agreement governing Indebtedness permitted by Section 6.1 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same; provided that, (x) to the extent any such agreement is entered into after the Closing Date, such encumbrance or restriction shall only be effective against (i) the Intellectual Property or Person (and its Subsidiaries) acquired in such Permitted Acquisition or Investment, securing such Indebtedness or that is the subject thereto)of such Disposition or other leases, subleases, licenses, sublicenses, agreements or contracts, and (ii) customary provisions in joint venture agreements the distributions of any Subsidiary of the Borrower (provided that such Subsidiary shall not have any assets other than such assets to be Disposed of or acquired or financed) and similar agreements that restrict transfers of assets of, (y) solely with respect to any non-Wholly Owned Subsidiary or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition encumbrance or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation restriction shall only be effective against the assets of such non-Wholly Owned Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)joint venture.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of Timberlands, Xxxxx or any Subsidiary of their Subsidiaries to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiaryBorrower, (b) make Investments in loans or advances to the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other SubsidiaryBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary Timberlands, Xxxxx or any of their Subsidiaries imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiaryparty, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (iiii) customary non-assignment or net worth provisions in licenses any lease governing a leasehold interest, license or sublicenses by other contract, (iv) any agreement or other instrument of a Person existing at the time it becomes a Subsidiary of the Borrower; provided that such encumbrance or restriction is not applicable to any other Person, or any property of any other Person, other than such person becoming a Subsidiary of the Borrower and was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (v) any agreement of a Loan Party or any of its Subsidiaries in effect as of the ordinary course Closing Date governing Indebtedness of business a Loan Party or any of its Subsidiaries outstanding as of the Closing Date (including, without limitation, the Second Priority Note Documents) and, if such Indebtedness is renewed, extended or refinanced in which case accordance with the terms of this Agreement, such prohibition other restrictions in the agreements governing the renewed, extended or limitation shall only be effective against refinanced Indebtedness (and successive renewals, extensions and refinancing thereof in accordance with the Intellectual Property subject thereto)terms of this Agreement) provided such restrictions are no more restrictive in any material respect than those contained in the agreements governing such outstanding Indebtedness being renewed, extended or refinanced, (iivi) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements any agreement governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby6.2(c), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby d), (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Liene), (f), (g), (i), (k) and (vl), provided such restrictions are no more restrictive in any material respect than those contained in the Loan Documents or (vii) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)restrictions required by applicable law.

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower any Loan Party or any other SubsidiarySenior Secured Loan Party, (bii) make loans or advances to or Investments in the Borrower any Loan Party or any other Subsidiary Senior Secured Loan Party or (ciii) transfer any of its assets to the Borrower or any other SubsidiaryLoan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions and conditions existing under the Loan Documents, any other Indebtedness permitted by Section 6.18(i) or (ii) any restrictions existing under the New Senior Note Indentureiv), the New Senior Note Indenture and Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted by Sections 6.2(f), to be incurred pursuant to Section 6.18 to the extent such agreements’ applicable restrictions are no more restrictive than those will not materially impair the Company’s ability to make principal or interest payment on the Loans, and any Permitted Refinancing Indebtedness in the Senior Note Indenture or the New Senior Note Indenturerespect thereof, (iiib) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (ivc) customary net worth provisions contained in real property leases entered into in any restrictions with respect to assets encumbered by any Loan Party a Lien permitted by Section 6.16 so long as such net worth provisions would not reasonably be expected restriction applies only to impair materially the ability assets encumbered by such permitted Lien, (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Loan Parties to meet their ongoing obligations under this Agreement Voting Stock is owned by the Company or any of its Subsidiaries, (e) customary restrictions in connection with Permitted Securitizations, (f) applicable Requirements of Law, (g) customary restrictions and conditions contained in any agreement relating to the other Loan DocumentsDisposition of any property not prohibited by Section 6.14 pending the consummation of such Disposition, and (vh) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary of the Company, so long as such agreement was not entered into in connection with respect to clause (c) onlyor in contemplation of such person becoming a Restricted Subsidiary of the Company, (i) any instrument governing Indebtedness assumed in connection with the Acquisition or any permitted Future Acquisition and permitted pursuant to Section 6.18, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; or (j) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (h) or (i) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided, further, that this Section 6.20 shall not apply to encumbrances or restrictions (x) arising by reason of customary non-assignment provisions or no-subletting clauses in licenses leases or sublicenses by the Borrower and its Subsidiaries other contracts entered into in the ordinary course of business and consistent with past practices or (y) in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations Indebtedness permitted pursuant to Section 6.18(xix) otherwise permitted hereby (in which case, any prohibition or limitation shall and covering only be effective against the those assets financed thereby)by such Indebtedness.

Limitation on Restrictions on Subsidiary Distributions. Enter Each Loan Party shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of any Loan Party to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower any Loan Party or any other SubsidiarySubsidiary of any Loan Party, (bii) make Investments in the Borrower loans or advances to any Loan Party or any other Subsidiary of any Loan Party or (ciii) transfer any of its assets to the Borrower any Loan Party or any other SubsidiarySubsidiary of any Loan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iiib) any restrictions with respect to a any Loan Party or any Subsidiary thereof imposed pursuant to an agreement that which has been entered into in connection with a Lien permitted by clause (viii) of the definition of Permitted Liens or a sale of assets permitted by Section 8.2.7 [Disposition of all Assets or substantially all of Subsidiaries] and any such prohibitions or limitations apply only to the Capital Stock property encumbered by such Lien or assets subject to such sale, (c) restrictions with respect to any Subsidiary contained in any agreement for the sale of such SubsidiarySubsidiary or its assets permitted by Section 8.2.7 [Disposition of Assets or Subsidiaries], (ivd) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially a contract, license or lease prohibiting or restricting the ability of the Loan Parties to meet their ongoing obligations under this Agreement assignment, subleasing or any of the other Loan Documentssublicensing thereof and, and (v) with respect to clause (ciii) onlyof this Section 8.2.17, other prohibitions on assignment expressly permitted by Section 8.2.16 [Limitation or Negative Pledge], (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (iie) customary provisions contained in joint venture agreements and other similar agreements that restrict transfers of assets ofapplicable to Joint Ventures not prohibited by this Agreement, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (mf) (provided that, restrictions in the case of such debt agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against solely on the assets of any Foreign Subsidiary with respect to Indebtedness incurred by such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)Foreign Subsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower Company or any other Subsidiary, (b) make Investments in the Borrower Company or any other Subsidiary or (c) transfer any of its assets to the Borrower Company or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrances or restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted or by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenturereason of applicable law, (iii) customary restrictions and conditions contained in agreements relating to any sale of Property permitted by Section 6.03 or 6.04 pending such sale (including agreements evidencing Indebtedness permitted by Section 6.01(j)), provided such restrictions with respect and conditions apply only to a Subsidiary imposed pursuant the Property that is to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiarybe sold, (iv) customary net worth provisions contained any agreement in real property leases effect, or entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially into, on the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan DocumentsRestatement Effective Date and identified on Schedule 6.13, and (v) with respect to clause (c) only, (i) customary non-provisions restricting subletting or assignment provisions in licenses of any lease governing a leasehold interest of the Company or sublicenses by a Subsidiary of the Borrower and its Subsidiaries Company entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)and consistent with past practices, (iivi) customary provisions in joint venture agreements any encumbrance or restriction under any agreement or instrument governing Permitted Acquired Debt or Permitted Seller Debt, which encumbrance or restriction is not applicable to any Person or the Properties of any Person, other than the Person or the Properties acquired pursuant to the respective Permitted Acquisition and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided thatso long as, in the case of Permitted Acquired Debt, the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) customary restrictions contained in any documentation governing Attributable Debt arising in connection with a Permitted Sale-Leaseback Transaction, so long as any such agreements governing restriction is applicable only to the Property securing such Attributable Debt, (viii) restrictions and conditions on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ix) negative pledges and restrictions on Liens in favor of any holder of secured Indebtedness permitted by Section 6.2(h), such prohibition 6.01(c) or limitation shall be effective (l) but only against to the extent any negative pledges relate to the property acquired therebyfinanced by or the subject of such Indebtedness (and excluding any Subordinated Indebtedness), (ivx) agreements entered into by on and after the execution and delivery thereof, encumbrances and restrictions contained in the documentation governing any Indebtedness incurred pursuant to Section 6.01(g), and (xi) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01(l) but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby senior basis (in which case an aggregate principal amount equal to at least the aggregate principal amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that such prohibition or limitation shall only be effective against the assets holders of such Subsidiary subject to Indebtedness be secured by such Lien) Liens equally and (v) any agreements governing any purchase money Liens ratably or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)on a junior basis.

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiaryLoan Party, (bii) make loans or advances to or Investments in the Borrower or any other Subsidiary Loan Party or (ciii) transfer any of its assets to the Borrower or any other SubsidiaryLoan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions and conditions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indentureother Indebtedness permitted by Section 6.18(i), the New Senior Note Indenture and any credit agreements, indentures or similar agreements governing Indebtedness permitted by Sections 6.2(f), to be incurred pursuant to Section 6.18 to the extent such agreements’ applicable restrictions are no more restrictive than those in will not materially impair the Senior Note Indenture Company’s ability to make principal or interest payment on the New Senior Note IndentureLoans, (iiib) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (ivc) customary net worth provisions contained in real property leases entered into in any restrictions with respect to assets encumbered by any Loan Party a Permitted Lien so long as such net worth provisions would not reasonably be expected restriction applies only to impair materially the ability assets encumbered by such permitted Lien, (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Loan Parties to meet their ongoing obligations under this Agreement Voting Stock is owned by the Company or any of its Subsidiaries, (e) [reserved], (f) applicable Requirements of Law, (g) customary restrictions and conditions contained in any agreement relating to the other Loan DocumentsDisposition of any property not prohibited by Section 6.14 pending the consummation of such Disposition, and (vh) any agreement in effect at the time a Subsidiary becomes a Subsidiary of the Company, so long as such agreement was not entered into in connection with respect to clause (c) onlyor in contemplation of such person becoming a Subsidiary of the Company, (i) any instrument governing Indebtedness permitted pursuant to Section 6.18 and assumed in connection with any acquisition permitted pursuant to Section 6.15 and, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; or (j) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (h) or (i) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided, further, that this Section 6.20 shall not apply to encumbrances or restrictions arising by reason of customary non-assignment provisions or no-subletting clauses in licenses leases or sublicenses by the Borrower and its Subsidiaries other contracts entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)consistent with past practices.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (ai) pay dividends or make Restricted Payments in respect of any other distributions on its Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, to the Borrower or any of its Subsidiaries, or with respect to any other Subsidiaryinterest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (bii) make Investments in loans or advances to the Borrower or any other Subsidiary or (ciii) transfer any of its properties or assets to the Borrower or any other Subsidiary, except for such encumbrances or dividend and other payment restrictions existing under or by reason of of: (iA) any restrictions existing under Loan Documents; (B) any restrictions existing under the Loan DocumentsExisting Indebtedness as in effect on the Closing Date and other customary encumbrances and restrictions existing on or after the Closing Date that are not more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date; provided that the application of such restrictions or encumbrances to additional Subsidiaries not subject thereto on the Closing Date shall not be deemed to make such restrictions more restrictive; (iiC) the General and Refunding Mortgage Indenture and other customary encumbrances and restrictions existing in indentures after the Closing Date that are not more restrictive, in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the General and Refunding Mortgage Indenture; (D) applicable law (including without limitation, rules, regulations and agreements with regulatory authorities) or any order issued pursuant to a federal or state statute or any order by or agreement with any court or governmental agency or body having jurisdiction over the Borrower or any of its Subsidiaries or any of their respective properties; (E) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements instrument governing Indebtedness permitted or Capital Stock of a Person acquired by Sections 6.2(f), the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such restrictions are no more restrictive than those in the Senior Note Indenture Indebtedness or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Disposition of all or substantially all of the Capital Stock properties or assets of such Subsidiaryany Person, (iv) customary net worth provisions contained in real other than the Person, or the property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability or assets of the Loan Parties Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of Section 8.02 (a) to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and be incurred; (v) with respect to clause (c) only, (iF) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries leases entered into in the ordinary course of business and consistent with past practices; (G) purchase money obligations for property acquired in which case the ordinary course of business that impose restrictions on such prohibition property of the nature described in clause (iii) above; (H) any agreement for the sale or limitation shall only other disposition of a Subsidiary that restricts distributions or dispositions of assets by such Subsidiary pending its sale or other disposition; (I) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (J) Liens securing Indebtedness otherwise permitted to be effective against incurred under Section 8.02(b) that limit the Intellectual Property right of the debtor to dispose of the assets subject thereto), to such Liens; and (iiK) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or in the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets ordinary course of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)business.

Limitation on Restrictions on Subsidiary Distributions. Enter ------------------------------------------------------ into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower Company or any other SubsidiarySubsidiary of the Company, (b) make Investments in loans or advances to the Borrower Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Borrower Company or any other SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) restrictions existing on the date hereof set forth on Schedule 8.14 and any restrictions contained in any issue of Indebtedness which refinances Indebtedness with restrictions set forth on Schedule 8.14, so long as the restrictions contained in such refinancing Indebtedness are no more restrictive than those contained in the Indebtedness being refinanced, (iv) customary net worth provisions contained in real property leases entered into in by restricting subletting or assignment of any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability lease governing a leasehold interest of the Loan Parties to meet their ongoing obligations under this Agreement Company or any of the other Loan Documentsits Subsidiaries, and (v) with respect to clause (c) only, (i) customary non-provisions restricting assignment provisions in licenses or sublicenses of any licensing agreement entered into by the Borrower and Company or any of its Subsidiaries in the ordinary course of business and (in which case such prohibition vi) any holder of a Lien permitted pursuant to this Agreement may restrict the transfer of the respective asset or limitation shall only be effective against the Intellectual Property assets subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, ; (iii) any restrictions set forth in the Senior Subordinated Note Indenture (and the instruments or agreements governing any Indebtedness permitted pursuant to Section 7.2(f)(ii)); (iv) customary net worth provisions any restrictions contained in real property leases entered into in by agreements related to Indebtedness of any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business Excluded Subsidiary (in which case such prohibition or limitation restriction shall relate only be effective against the Intellectual Property subject theretoto such Excluded Subsidiary and its Subsidiaries), , (iiv) customary provisions in joint venture agreements and similar agreements that restrict transfers the transfer of equity interests in Joint Ventures (which are not Subsidiaries of the Borrower) (in which case such restrictions shall relate only to assets of, or equity interests in, such joint venture, Joint Venture); and (iiivi) agreements governing Indebtedness permitted any restrictions regarding licenses or sublicenses by Sections 6.2(g), (h) the Borrower and (m) (provided that, its Subsidiaries of intellectual property in the case ordinary course of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby business (in which case such prohibition or limitation restriction shall relate only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebyintellectual property).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower Company or any other Subsidiary, (b) make Investments in the Borrower Company or any other Subsidiary or (c) transfer any of its assets to the Borrower Company or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrances or restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted or by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenturereason of applicable law, (iii) customary restrictions and conditions contained in agreements relating to any sale of Property permitted by Section 6.03 or 6.04 pending such sale (including agreements evidencing Indebtedness permitted by Section 6.01(j)), provided such restrictions with respect and conditions apply only to a Subsidiary imposed pursuant the Property that is to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiarybe sold, (iv) customary net worth provisions contained any agreement in real property leases effect, or entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially into, on the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan DocumentsOriginal Effective Date and identified on Schedule 6.13, and (v) with respect to clause (c) only, (i) customary non-provisions restricting subletting or assignment provisions in licenses of any lease governing a leasehold interest of the Company or sublicenses by a Subsidiary of the Borrower and its Subsidiaries Company entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)and consistent with past practices, (iivi) customary provisions in joint venture agreements any encumbrance or restriction under any agreement or instrument governing Permitted Acquired Debt or Permitted Seller Debt, which encumbrance or restriction is not applicable to any Person or the Properties of any Person, other than the Person or the Properties acquired pursuant to the respective Permitted Acquisition and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided thatso long as, in the case of Permitted Acquired Debt, the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) customary restrictions contained in any documentation governing Attributable Debt arising in connection with a Permitted Sale-Leaseback Transaction, so long as any such agreements governing restriction is applicable only to the Property securing such Attributable Debt, (viii) restrictions and conditions on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ix) negative pledges and restrictions on Liens in favor of any holder of secured Indebtedness permitted by Section 6.2(h), such prohibition 6.01(c) or limitation shall be effective (l) but only against to the extent any negative pledges relate to the property acquired therebyfinanced by or the subject of such Indebtedness (and excluding any Subordinated Indebtedness), (ivx) agreements entered into by on and after the execution and delivery thereof, encumbrances and restrictions contained in the documentation governing any Indebtedness incurred pursuant to Section 6.01(g), and (xi) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01(l) but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby senior basis (in which case an aggregate principal amount equal to at least the aggregate principal amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that such prohibition or limitation shall only be effective against the assets holders of such Subsidiary subject to Indebtedness be secured by such Lien) Liens equally and (v) any agreements governing any purchase money Liens ratably or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)on a junior basis.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to by the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iiib) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary and (ivc) customary net worth provisions contained in real property leases entered into in by any Loan Party so long agreement existing as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement Closing Date (or a modification, replacement, renewal or extension thereof) or that is assumed by the Borrower or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in connection with any Permitted Acquisition permitted in Section 6.6 or is binding on any Subsidiary of the ordinary course Borrower at the time such Person becomes a Subsidiary (provided that such agreement was not entered into solely in contemplation of business such Person becoming a Subsidiary), or that is an agreement governing Indebtedness permitted by Section 6.1 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger or amalgamation agreements, stock purchase agreements and other contracts restricting the same; provided that, (in which case x) to the extent any such prohibition agreement is entered into after the Closing Date, such encumbrance or limitation restriction shall only be effective against (i) the Intellectual Property or Person (and its Subsidiaries) acquired in such Permitted Acquisition, securing such Indebtedness or that is the subject thereto)of such Disposition or other leases, subleases, licenses, sublicenses, agreements or contracts, and (ii) customary provisions in joint venture agreements the distributions of any Subsidiary of the Borrower (provided that such Subsidiary shall not have any assets other than such assets to be Disposed of or acquired or financed) and similar agreements that restrict transfers of assets of, (y) solely with respect to any non-Wholly Owned Subsidiary or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition encumbrance or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation restriction shall only be effective against the assets of such non-Wholly Owned Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)joint venture.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the US Borrower or any other Subsidiary, (b) make Investments in the US Borrower or any other Subsidiary of the US Borrower or (c) transfer any of its assets to the US Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and imposed on any agreements governing Indebtedness permitted by Sections 6.2(f), Finance Company pursuant to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indentureterms of Permitted Vehicle Indebtedness, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into or instrument governing Indebtedness assumed in connection with the Disposition acquisition of all assets by the US Borrower or substantially all of any Subsidiary permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the Capital Stock properties or assets of such Subsidiaryany Person, other than the Person or the properties or assets of the Person so acquired, (iv) customary net worth provisions contained in real property leases entered into in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis, (v) restrictions on the transfer of assets subject to any Lien permitted by Section 7.3 hereof imposed by the holder of such Lien, (vi) restrictions imposed by any Loan Party so long as agreement to sell assets or Capital Stock (but only with respect to such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations assets or Capital Stock) permitted under this Agreement or to any Person pending the closing of the other Loan Documents, and (v) with respect to clause (c) onlysuch sale, (ivii) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and other similar agreements that restrict transfers of assets of, (in each case relating solely to the respective joint venture or similar entity or the equity interests in, such joint venturetherein) entered into in the ordinary course of business, (iiiviii) agreements governing restrictions contained in the terms of the Purchase Money Indebtedness permitted by Sections 6.2(g)or Capital Lease Obligations not incurred in violation of this Agreement; provided, that such restrictions relate only to the property financed with such Indebtedness, (hix) and (m) (provided that, restrictions contained in the case terms of such agreements governing Indebtedness permitted by Section 6.2(h)7.2, provided that such prohibition or limitation shall be effective only against restrictions taken as a whole are not more restrictive with respect to such encumbrances and restrictions than those contained in the property acquired thereby)existing agreements referenced in clause (i) above, (ivx) agreements restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; and (xi) any encumbrance or restriction imposed by a Subsidiary any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject provisions relating to such Lien) encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are no less favorable to the US Borrower and (v) its Subsidiaries and the Lenders in any material respect, as determined by the Board of Directors of the US Borrower in its reasonable and good faith judgment, than the provisions relating to such encumbrance or restriction contained in agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (referred to in which case, any prohibition or limitation shall only be effective against the assets financed thereby)such clause.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, Holdings, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Subordinated Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f7.2(f) and (i), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Subordinated Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would could not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, (v) any restriction with respect to Excluded Foreign Subsidiaries in connection with Indebtedness permitted by Section 7.2(h) and (vvi) with respect to clause (c) only, (i) customary non-assignment provisions agreements described in licenses or sublicenses by clauses (c)-(i) of Section 7.13, to the Borrower extent set forth in such clauses and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions restrictions with respect to the transfer of any asset contained in joint venture agreements and similar agreements an agreement that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, has been entered into in connection with the case disposition of such agreements governing Indebtedness asset permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)hereunder.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of DW Animation to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of Equity Interest in such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower DW Animation or any other SubsidiarySubsidiary of DW Animation, (b) make Investments in the Borrower loans or advances to DW Animation or any other Subsidiary of DW Animation or (c) transfer any of its assets to the Borrower DW Animation or any other SubsidiarySubsidiary of DW Animation, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or any other agreements in effect on the Restatement Effective Date, (ii) any restrictions existing restrictions, with respect to a Subsidiary that is not a Subsidiary on the Restatement Effective Date, under any agreement in existence at the New Senior Note Indenturetime such Subsidiary becomes a Subsidiary, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent so long as such restrictions are no more restrictive than those were not created in the Senior Note Indenture or the New Senior Note Indenturecontemplation of such Person becoming a Subsidiary and apply only to such Subsidiary, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with for the Disposition sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iviv)(A) customary net worth provisions contained in real property leases entered into in the case of any Subsidiary acquired after August 10, 2012 that is not wholly owned, directly or indirectly, by any Loan Party DW Animation, restrictions or conditions imposed by its organizational documents which are binding on such Subsidiary at the time such Subsidiary is acquired, so long as such net worth provisions restrictions were not entered into solely in contemplation of such acquisition (provided that for so long as such restrictions are applicable, no other Subsidiary may be merged or consolidated with such Subsidiary if the property subject to such restrictions would not reasonably be expected to impair materially the ability expanded as a result of the Loan Parties to meet their ongoing obligations under this Agreement such merger or any of the other Loan Documents, and consolidation) or (vB) with respect to clause (c) only, (i) customary non-assignment provisions in licenses restrictions or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in conditions which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and other similar arrangements permitted hereunder; provided that restrict transfers in each case in this clause (iv) such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of assets ofsuch Subsidiary, (v) any restrictions set forth in the Senior Unsecured Note Indenture as in effect on August 7, 2013, (vi) any Copyright Transfer Restriction imposed in connection with any Tax Credit-Financed PSA or equity interests in(vii) any restrictions existing under any agreement that amends, such joint venturerefinances or replaces any agreement containing the restrictions referred to in clause (i), (ii), (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and ), (v) or (vi) above; provided that the terms and conditions of any agreements governing any purchase money Liens such agreement are no less favorable to the Lenders than those under the agreement so amended, refinanced or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)replaced.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Restricted Subsidiary, (b) make Investments in the Borrower or any other Subsidiary Restricted Subsidiary, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, ; (iii) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 solely to the extent that such restriction applies solely to the assets to be Disposed; (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary nonanti-assignment provisions in leases and licenses or sublicenses by the Borrower and its Subsidiaries entered into in the ordinary course of business consistent with past practices (in which each case applicable solely to such prohibition lease or limitation shall only be effective against license or the Intellectual Property subject theretoto such lease or license), ; (iiv) customary provisions in joint venture agreements and similar agreements that restrict restrictions on transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, contained in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions in any agreement relating to the Condo Component and the Undeveloped Reno Property, and (vii) restrictions contained in agreements with respect to Indebtedness permitted pursuant to Section 7.2(c), Section 7.2(d) and Section 7.2(m).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower Company or any other Subsidiary, (b) make Investments in the Borrower Company or any other Subsidiary or (c) transfer any of its assets to the Borrower Company or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrances or restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted or by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenturereason of applicable law, (iii) customary restrictions and conditions contained in agreements relating to any sale of Property permitted by Section 6.03 or 6.04 pending such sale (including agreements evidencing Indebtedness permitted by Section 6.01(j)), provided such restrictions with respect and conditions apply only to a Subsidiary imposed pursuant the Property that is to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiarybe sold, (iv) customary net worth provisions contained any agreement in real property leases effect, or entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially into, on the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan DocumentsEffective Date and identified on Schedule 6.13, and (v) with respect to clause (c) only, (i) customary non-provisions restricting subletting or assignment provisions in licenses of any lease governing a leasehold interest of the Company or sublicenses by a Subsidiary of the Borrower and its Subsidiaries Company entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)and consistent with past practices, (iivi) customary provisions in joint venture agreements any encumbrance or restriction under any agreement or instrument governing Permitted Acquired Debt or Permitted Seller Debt, which encumbrance or restriction is not applicable to any Person or the Properties of any Person, other than the Person or the Properties acquired pursuant to the respective Permitted Acquisition and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided thatso long as, in the case of Permitted Acquired Debt, the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) customary restrictions contained in any documentation governing Attributable Debt arising in connection with a Permitted Sale-Leaseback Transaction, so long as any such agreements governing restriction is applicable only to the Property securing such Attributable Debt, (viii) restrictions and conditions on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ix) negative pledges and restrictions on Liens in favor of any holder of secured Indebtedness permitted by Section 6.2(h), such prohibition 6.01(c) or limitation shall be effective (l) but only against to the extent any negative pledges relate to the property acquired therebyfinanced by or the subject of such Indebtedness (and excluding any Subordinated Indebtedness), (ivx) agreements entered into by on and after the execution and delivery thereof, encumbrances and restrictions contained in the documentation governing any Indebtedness incurred pursuant to Section 6.01(g), and (xi) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01(l) but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby senior basis (in which case an aggregate principal amount equal to at least the aggregate principal amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that such prohibition or limitation shall only be effective against the assets holders of such Subsidiary subject to Indebtedness be secured by such Lien) Liens equally and (v) any agreements governing any purchase money Liens ratably or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)on a junior basis.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Parent Company or of the Borrower to (a) make Restricted Payments any dividends or other distributions in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Parent Company, the Borrower or any other Subsidiaryof their Subsidiaries, (b) make Investments in the Parent Company, the Borrower or any other Subsidiary of their Subsidiaries, or (c) transfer any of its assets Property to the Parent Company, the Borrower or any other Subsidiaryof their Subsidiaries, except EXCEPT for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions existing under with respect to any Subsidiary of the New Senior Note Indenture, Borrower imposed pursuant to an agreement which has been entered into in connection with the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to Sale of all or substantially all of the extent Equity Interests or Property of such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, Subsidiary; (iii) any restrictions with respect to a any Subsidiary of the Borrower imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of a joint venture involving such Subsidiary, (iv) customary net worth provisions contained in real property leases entered into in by PROVIDED that any Loan Party so long as such net worth provisions would restrictions, together with all other similar restrictions applicable to Subsidiaries of the Borrower, shall not have, and could not reasonably be expected to impair materially have, a Materially Adverse Effect; and (iv) any restrictions on the ability of the Loan Parties to meet their ongoing obligations under this Agreement Borrower or any of the other Loan Documents, and (v) with respect its Subsidiaries to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses transfer any such Property imposed by the Borrower and its Subsidiaries in provisions of the ordinary course of business (in documentation pursuant to which case there shall have been created a Lien on such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness expressly permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)SECTION 9.3.

Limitation on Restrictions on Subsidiary Distributions. Enter ------------------------------------------------------ into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby)applicable law, (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor the Senior Subordinated Note Indenture (or any other agreement governing Liens Indebtedness permitted by under Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and 7.2(f)), (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby customary provisions restricting the assignment of rights under contracts, (vi) the Securitization Documentation (in which case, any prohibition or limitation restriction shall only be effective against the relevant Securitization Entities), (vii) any agreement with respect to Indebtedness of a Foreign Subsidiary permitted under Section 7.2(p) or Indebtedness of a Subsidiary permitted under Section 7.2(j) (in which case, any prohibition or restriction shall only be effective against such Subsidiary), (viii) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (ix) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (x) any agreement for the sale of a Subsidiary that restricts distributions by that Subsidiary pending its sale, (xi) provisions with respect to the disposition or distribution of assets financed therebyor property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into the ordinary course of business and (xiii) restrictions on rights to dispose of assets subject to Liens permitted under Section 7.3(g), 7.3(k), 7.3(n), 7.3(p), 7.3(r), 7.3(s), 7.3(v) or 7.3(w).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower Company or any other Subsidiary, (b) make Investments in the Borrower Company or any other Subsidiary or (c) transfer any of its assets to the Borrower Company or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrances or restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted or by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenturereason of applicable law, (iii) customary restrictions and conditions contained in agreements relating to any sale of Property permitted by Section 6.03 or 6.04 pending such sale (including agreements evidencing Indebtedness permitted by Section 6.01(j)), provided such restrictions with respect and conditions apply only to a Subsidiary imposed pursuant the Property that is to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiarybe sold, (iv) customary net worth provisions contained any agreement in real property leases effect, or entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially into, on the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan DocumentsRestatement Effective Date and identified on Schedule 6.13, and (v) with respect to clause (c) only, (i) customary non-provisions restricting subletting or assignment provisions in licenses of any lease governing a leasehold interest of the Company or sublicenses by a Subsidiary of the Borrower and its Subsidiaries Company entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)and consistent with past practices, (iivi) customary provisions in joint venture agreements any encumbrance or restriction under any agreement or instrument governing Permitted Acquired Debt or Permitted Seller Debt, which encumbrance or restriction is not applicable to any Person or the Properties of any Person, other than the Person or the Properties acquired pursuant to the respective Permitted Acquisition and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided thatso long as, in the case of Permitted Acquired Debt, the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) customary restrictions contained in any documentation governing Attributable Debt arising in connection with a Permitted Sale-Leaseback Transaction, so long as any such agreements governing restriction is applicable only to the Property securing such Attributable Debt, (viii) restrictions and conditions on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder (except to the extent otherwise subject to limitation under clause (xii) below), (ix) negative pledges and restrictions on Liens in favor of any holder of secured Indebtedness permitted by Section 6.2(h), such prohibition 6.01(c) or limitation shall be effective (l) but only against to the extent any negative pledges relate to the property acquired therebyfinanced by or the subject of such Indebtedness (and excluding any Subordinated Indebtedness), (ivx) on and after the execution and delivery thereof, encumbrances and restrictions contained in the documentation governing any Indebtedness incurred pursuant to Section 6.01(g), (xi) restrictions and conditions contained in any documents, agreements entered into by and instruments evidencing Permitted Secured Debt assumed in connection with a Subsidiary that Permitted Acquisition so long as (x) such Permitted Secured Debt is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m6.01(r), (y) such restrictions and conditions are applicable only to the Subsidiaries or the Indebtedness secured thereby Properties acquired pursuant to such Permitted Acquisition and (z) such restrictions and conditions were not created (or made more restrictive) in which case such prohibition connection with or limitation shall only be effective against the assets in anticipation of such Subsidiary subject to such LienPermitted Acquisition and (xii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01(f), (g), (j), (l), (m), (n) and (vs) any agreements governing any purchase money but only if such negative pledge or restriction expressly permits Liens or Capital Lease for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations otherwise permitted hereby under the Loan Documents on a senior basis (in which case, any prohibition an aggregate principal amount equal to at least the aggregate principal Dollar Amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or limitation shall only be effective against the assets financed thereby)on a junior basis.

Limitation on Restrictions on Subsidiary Distributions. Enter Each Loan Party shall not, and shall not permit any of its Subsidiaries (other than, to the extent required by Law or any agreement with any insurance regulator, HCSG Insurance) to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of any Loan Party to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower any Loan Party or any other SubsidiarySubsidiary of any Loan Party, (bii) make Investments in the Borrower loans or advances to any Loan Party or any other Subsidiary of any Loan Party or (ciii) transfer any of its assets to the Borrower any Loan Party or any other SubsidiarySubsidiary of any Loan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iiib) any restrictions with respect to a any Loan Party or any Subsidiary thereof imposed pursuant to an agreement that which has been entered into in connection with a Lien permitted by clause (viii) of the definition of Permitted Liens or a sale of assets permitted by Section 8.2.7[Disposition of Assets or Subsidiaries] and any such prohibitions or limitations apply only to the property encumbered by such Lien (and rents and proceeds thereof, including insurance proceeds) or subject to such sale, (c) restrictions with respect to any Subsidiary contained in any agreement for the sale of such Subsidiary or its assets permitted by Section 8.2.7 [Disposition of all Assets or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiaries] and (ivd) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially a contract, license or lease prohibiting or restricting the ability assignment, subleasing or sublicensing thereof or the granting of Liens on the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documentsrights contained therein and, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g)of this Section 8.2.17, (h) and (m) (provided that, in the case of such agreements governing Indebtedness other prohibitions on assignment expressly permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)8.2.16[Limitation on Negative Pledges].

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Subordinated Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(g), to the extent such restrictions are no more restrictive than those in the Senior Subordinated Note Indenture, (iii) any restrictions existing under the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections Section 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iiiiv) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (ivv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (vvi) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h6.2(h) and (mi) (provided that, in the which case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the US Borrower or any other Subsidiary, (b) make Investments in the US Borrower or any other Subsidiary or (c) transfer any of its assets to the US Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrances or restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted or by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenturereason of applicable law, (iii) customary restrictions and conditions contained in agreements relating to any sale of Property permitted by Section 7.4 or 7.5 pending such sale (including agreements evidencing Indebtedness permitted by Section 7.2(j)), provided such restrictions with respect and conditions apply only to a Subsidiary imposed pursuant the Property that is to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiarybe sold, (iv) customary net worth provisions contained any agreement in real property leases effect, or entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially into, on the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan DocumentsClosing Date and identified on Schedule 7.14, and (v) with respect to clause (c) only, (i) customary non-provisions restricting subletting or assignment provisions in licenses of any lease governing a leasehold interest of the US Borrower or sublicenses by a Subsidiary of the US Borrower and its Subsidiaries entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)and consistent with past practices, (iivi) customary provisions in joint venture agreements any encumbrance or restriction under any agreement or instrument governing Permitted Acquired Debt or Permitted Seller Debt, which encumbrance or restriction is not applicable to any Person or the Properties of any Person, other than the Person or the Properties acquired pursuant to the respective Permitted Acquisition and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided thatso long as, in the case of Permitted Acquired Debt, the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) customary restrictions contained in any documentation governing Attributable Debt arising in connection with a Permitted Sale-Leaseback Transaction or the Nashville Headquarters Sale-Leaseback Transaction, so long as any such agreements governing restriction is applicable only to the Property securing such Attributable Debt, (viii) restrictions and conditions on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ix) negative pledges and restrictions on Liens in favor of any holder of secured Indebtedness permitted by Section 6.2(h), such prohibition 7.2(c) or limitation shall be effective (m) but only against to the extent any negative pledges relate to the property acquired therebyfinanced by or the subject of such Indebtedness (and excluding any Subordinated Indebtedness), (ivx) agreements entered into by on and after the execution and delivery thereof, encumbrances and restrictions contained in the documentation governing any Indebtedness incurred pursuant to Section 7.2(f), and (xi) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.2(m) but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby senior basis (in which case an aggregate principal amount equal to at least the aggregate Principal Amount of all Term Loans and the sum of the Revolving Credit Commitments on the date of the incurrence thereof) and without a requirement that such prohibition or limitation shall only be effective against the assets holders of such Subsidiary subject to Indebtedness be secured by such Lien) Liens equally and (v) any agreements governing any purchase money Liens ratably or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)on a junior basis.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, to the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note IndentureExisting Indentures, and any agreements governing Indebtedness which is permitted to refinance the New Senior Note Indenture Indebtedness thereunder and any agreements governing Indebtedness permitted by Sections 6.2(f7.2(f), (h) or (i), in each case, to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note IndentureExisting Indentures, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) customary contracts with customers which require that the Loan Parties or their Subsidiaries maintain a given level of net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the any such Loan Parties Party to meet their its ongoing obligations under this Agreement or any of the other Loan Documents, Documents and (v) solely with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), agreements entered into with respect to other Indebtedness permitted to be incurred by Section 7.2(l) and to be secured by a Lien pursuant to Section 7.3(r) to the extent the prohibition or restriction is only applicable to the assets which secure such Indebtedness, and customary non-assignment provisions in leases, joint venture agreements and other contracts entered into in the ordinary course of business.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to to: (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or to any other Subsidiary, Loan Party; (b) make Investments in the Borrower or any other Subsidiary or Loan Party; or (c) transfer any of its assets to the Borrower or any other SubsidiaryLoan Party, except for such encumbrances or restrictions existing under or by reason of of (i) any restrictions existing under the Loan Documents, Documents or the Second Lien Documentation, (ii) any restrictions existing under the New Senior Note IndentureRevolving Loan Agreement, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, documents evidencing Permitted Revolving Loan Refinancing Indebtedness, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, , (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) restrictions and conditions reasonably satisfactory to the Administrative Agent existing on the date hereof identified on Schedule 7.14 (but not to any amendment or modification expanding the scope or duration of, any such restriction or condition), (vi) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (vii) customary provisions in leases, licenses and other contracts restricting the assignment thereof, and (viii) any restrictions or conditions pursuant to applicable Requirements of Law.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Restricted Subsidiary, (b) make Investments in the Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions existing under the Loan Documents, Documents and the definitive documentation for Superholdings Notes and any Permitted Ratio Debt; (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, ; (iviii) customary net worth provisions contained in real property Real Property leases entered into in by any Loan Party the Borrower and its Restricted Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties Borrower and its Restricted Subsidiaries to meet their ongoing obligations (iv) any restrictions contained in agreements related to Indebtedness or other obligations under this Agreement of any Non-Guarantor Subsidiary not prohibited by Section 7.2 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries) or any of the other Loan Documents, Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(o); (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto; (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (iivi) customary provisions in joint venture agreements and similar agreements that restrict transfers the transfer of equity interests in Joint Ventures (which are not Subsidiaries of the Borrower) (in which case such restrictions shall relate only to assets of, or equity interests in, such joint ventureJoint Venture); (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest; (viii) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business (in which case such restriction shall relate only to such intellectual property); (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder or in any agreement with respect to a transaction that if consummated would result in a Change of Control; (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary; (iiixi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (xii) restrictions set forth in the documentation related to the Specified Letters of Credit; and (xiii) with respect to restrictions described in clause (c) of this Section 7.14, restrictions contained in agreements governing Indebtedness permitted by Sections 6.2(g), (h7.2(c) and (m7.2(d) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)hereof.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (ai) pay dividends or make Restricted Payments in respect of any other distributions on its Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, to the Borrower or any of its Subsidiaries, or with respect to any other Subsidiaryinterest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (bii) make Investments in loans or advances to the Borrower or any other Subsidiary or (ciii) transfer any of its properties or assets to the Borrower or any other Subsidiary, except for such encumbrances or dividend and other payment restrictions existing under or by reason of of: (iA) any restrictions existing under the Loan Documents, ; (iiB) any restrictions existing under the New Senior Note IndentureExisting Indebtedness as in effect on the Closing Date and other customary encumbrances and restrictions existing on or after the Closing Date that are not more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the New Senior Note Closing Date; provided that the application of such restrictions or encumbrances to additional Subsidiaries not subject thereto on the Closing Date shall not be deemed to make such restrictions more restrictive; (C) the General and Refunding Mortgage Indenture and other customary encumbrances and restrictions existing in indentures after the Closing Date that are not more restrictive, in any material respect, taken as (D) applicable law (including without limitation, rules, regulations and agreements with regulatory authorities) or any order issued pursuant to a federal or state statute or any order by or agreement with any court or governmental agency or body having jurisdiction over the Borrower or any of its Subsidiaries or any of their respective properties; (E) any instrument governing Indebtedness permitted or Capital Stock of a Person acquired by Sections 6.2(f), the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such restrictions are no more restrictive than those in the Senior Note Indenture Indebtedness or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Disposition of all or substantially all of the Capital Stock properties or assets of such Subsidiaryany Person, (iv) customary net worth provisions contained in real other than the Person, or the property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability or assets of the Loan Parties Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of Section 8.2(a) to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and be incurred; (v) with respect to clause (c) only, (iF) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries leases entered into in the ordinary course of business and consistent with past practices; (G) purchase money obligations for property acquired in which case the ordinary course of business that impose restrictions on such prohibition property of the nature described in clause (iii) above; (H) any agreement for the sale or limitation shall only other disposition of a Subsidiary that restricts distributions or dispositions of assets by such Subsidiary pending its sale or other disposition; (I) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (J) Liens securing Indebtedness otherwise permitted to be effective against incurred under Section 8.2(b) that limit the Intellectual Property right of the debtor to dispose of the assets subject thereto), to such Liens; and (iiK) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or in the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets ordinary course of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)business.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Term Loan Documents, ; (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (iii) restrictions with respect to a Person at the time it becomes a Subsidiary pursuant to any Indebtedness permitted pursuant to Section 7.2(g),; provided that, such restrictions (x) were not entered into in contemplation of such Person becoming a Subsidiary and (y) such restrictions apply solely to such Person and its Subsidiaries; (iv) customary net worth provisions contained in real property leases entered into in restrictions imposed by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and applicable law; (v) with respect to clause clauses (b) and (c) onlyabove, (A) restrictions pursuant to documentation evidencing Permitted Construction Financing or Mortgage Financing incurred by Subsidiaries that are not Guarantors, and (B) restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; and (vi) any restrictions existing under an agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (i) customary non-assignment provisions in licenses or sublicenses by through (v),; provided that, the terms and conditions of any such agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries in Subsidiaries, as applicable, than those under the ordinary course of business (in which case such prohibition agreement so amended, refinanced or limitation shall only be effective against the Intellectual Property subject thereto)replaced, (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by taken as a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)whole.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Class I Restricted Subsidiary (or, in the case of clause (a) only, any Class II Restricted Subsidiary of the Borrower) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Class I Restricted Subsidiary, (b) make Investments in the Borrower or any other Class I Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other Class I Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such SubsidiarySubsidiary pending such Disposition and (iii) agreements, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability instruments and documents of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and types described in clauses (vb) with respect to clause (c) only, through (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business Section 7.13 (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)provided, (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of any such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary type that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(mlimited to certain assets (including Capital Stock) or Persons, the Indebtedness secured thereby permission in this clause (iii) shall also be limited to such assets or Persons) and negotiated in which case such prohibition good faith and not with the purpose of avoiding the restrictions of this Section. Notwithstanding any of the foregoing, the ability of any Class II Restricted Subsidiary to make Restricted Payments may be subject to encumbrances and restrictions imposed by agreements or limitation shall only be effective against the assets instruments relating to any Non-Recourse Debt of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)Class II Restricted Subsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of DW Animation to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of Equity Interest in such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower DW Animation or any other SubsidiarySubsidiary of DW Animation, (b) make Investments in the Borrower loans or advances to DW Animation or any other Subsidiary of DW Animation or (c) transfer any of its assets to the Borrower DW Animation or any other SubsidiarySubsidiary of DW Animation, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or any other agreements in effect on the Closing Date, (ii) any restrictions existing restrictions, with respect to a Subsidiary that is not a Subsidiary on the Closing Date, under any agreement in existence at the New Senior Note Indenturetime such Subsidiary becomes a Subsidiary, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent so long as such restrictions are no more restrictive than those were not created in the Senior Note Indenture or the New Senior Note Indenturecontemplation of such Person becoming a Subsidiary and apply only to such Subsidiary, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with for the Disposition sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iviv)(A) customary net worth provisions contained in real property leases entered into in the case of any Subsidiary acquired after the Closing Date that is not wholly owned, directly or indirectly, by any Loan Party DW Animation, restrictions or conditions imposed by its organizational documents which are binding on such Subsidiary at the time such Subsidiary is acquired, so long as such net worth provisions restrictions were not entered into solely in contemplation of such acquisition (provided that for so long as such restrictions are applicable, no other Subsidiary may be merged or consolidated with such Subsidiary if the property subject to such restrictions would not reasonably be expected to impair materially the ability expanded as a result of the Loan Parties to meet their ongoing obligations under this Agreement such merger or any of the other Loan Documents, and consolidation) or (vB) with respect to clause (c) only, (i) customary non-assignment provisions in licenses restrictions or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in conditions which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and other similar arrangements permitted hereunder; provided that restrict transfers in each case in this clause (iv) such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of assets ofsuch Subsidiary or (v) any restrictions existing under any agreement that amends, refinances or equity interests inreplaces any agreement containing the restrictions referred to in clause (i), such joint venture(ii), (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary above; provided that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) the terms and conditions of any such agreement are no less favorable to the Lenders than those under the agreement so amended, refinanced or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)replaced.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, Subordinated Notes or the New Senior Subordinated Note Indenture and or any agreements governing other Indebtedness permitted by Sections 6.2(f), to the extent such the encumbrances or restrictions on the activities referred to in clauses (a) through (c) therein are no not more restrictive in any material respect than those set forth in the Senior Subordinated Note Indenture (as in effect on the Closing Date or the New Senior Note Indenture, as may be modified pursuant to Section 7.9(c)) and (iiiii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law, (iv) customary net worth provisions contained in real property leases entered into in rule, regulation or order or by any Loan Party Document, (B) the foregoing shall not apply to restrictions and conditions existing on the date hereof set forth on Schedule 7.14 (but shall apply to any amendment, modification, restatement, renewal, increase, supplement, refund, replacement or financing of restrictions and conditions set forth on Schedule 7.14, expanding the scope of, any such restriction or condition; provided that the amendments, modifications, restatements, renewals, increases, supplements, refunding, replacements or refinancings are no more restrictive, taken as a whole, with respect to Restricted Payments than those contained in the restrictions and conditions set forth on Schedule 7.14 as of the Closing Date), (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Property or assets other than Collateral securing such Indebtedness and the proceeds thereof and only for so long as such net worth provisions would not reasonably be expected to impair materially the ability Indebtedness is outstanding, (E) clause (a) of the Loan Parties foregoing shall not apply to meet their ongoing obligations under this Agreement or any customary provisions in leases restricting the assignment thereof, (F) clause (a) of the other Loan Documentsforegoing shall not apply to restrictions or conditions imposed by any agreement related to any Indebtedness incurred by a Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower; provided such restrictions and conditions apply only to the Subsidiary (and its assets at the time of acquisition) that was acquired and were not created in contemplation of such acquisition (but shall apply to any amendment, and modification, restatement, renewal, increase, supplement, refund, replacement or financing expanding the scope of, any such restriction or condition; provided that the amendments, modifications, restatements, renewals, increases, supplements, refunding, replacements or refinancings are no more restrictive, taken as a whole, than contained by any agreement related to such Indebtedness; provided, further, that such Indebtedness was permitted to be incurred hereunder), (vG) with respect to clause (ca) onlyof the foregoing shall not apply to restrictions or conditions imposed by any agreement related to the refinancing of Indebtedness permitted hereunder, (i) customary non-assignment provisions in licenses provided that the original restrictions or sublicenses by conditions were permitted hereunder and the terms of any such restrictions or conditions are not materially less favorable to the Borrower and its Subsidiaries or the Lenders than the restrictions or conditions contained in the predecessor agreements, (H) clause (a) of the foregoing shall not apply to customary provisions in capital leases or purchase money obligations for property acquired or leased in the ordinary course of business that impose restrictions on that property of the nature of clause (in which case A); provided that such prohibition or limitation Indebtedness and such Liens shall only be effective against the Intellectual Property subject thereto)permitted to be incurred hereunder, (iiI) clause (a) of the foregoing shall not apply to customary provisions in leases or licenses entered into in the ordinary course of business that impose restrictions on the property so leased, (J) the foregoing shall not apply to provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements agreements; provided that restrict transfers of such restrictions apply only to the assets of, or equity interests in, property subject to such joint venture, (iiiK) agreements governing Indebtedness permitted by Sections 6.2(g), (h) the foregoing shall not apply to restrictions on cash or other deposits or net worth under contracts or leases entered into in the ordinary course of business and (mL) clause (provided that, a) of the foregoing shall not apply to customary provisions in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by any agreement relating to a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) sale and (v) any agreements governing any purchase money Liens leaseback transaction or Capital Lease Obligations otherwise other- wise permitted hereby (in which casehereunder, any prohibition or limitation shall but only be effective against on the assets financed thereby)subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or Capital Lease Obligations; provided that such Indebtedness and such Liens are permitted to be incurred hereunder; provided, further, that such sale and leaseback is permitted under Section 7.11.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed toto CERI, the Borrower or any other Subsidiary, (b) make Investments in CERI, the Borrower or any other Subsidiary or (c) transfer any of its assets to CERI, the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary of the Borrower or any Canadian Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iviii) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would could not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (viv) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iiiA) agreements governing Indebtedness permitted by Sections 6.2(g)described in clauses (b)-(d) of Section 7.13, (h) to the extent set forth in such clauses and (mB) (provided that, restrictions with respect to the transfer of any asset contained in the case an agreement that has been entered into in connection with a disposition of such agreements governing Indebtedness asset permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)hereunder.

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiaryLoan Party, (bii) make loans or advances to or Investments in the Borrower or any other Subsidiary Loan Party or (ciii) transfer any of its assets to the Borrower or any other SubsidiaryLoan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions and conditions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indentureother Indebtedness permitted by Section 6.18(i), the New Senior Note Indenture and any credit agreements, indentures or other agreements governing Indebtedness permitted by Sections 6.2(f), to be incurred pursuant to Section 6.18 to the extent such agreements’ applicable restrictions are no more restrictive than those will not materially impair the Company’s ability to make principal or interest payment on the Obligations, and any Permitted Refinancing Indebtedness in the Senior Note Indenture or the New Senior Note Indenturerespect thereof, (iiib) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (ivc) customary net worth provisions contained in real property leases entered into in any restrictions with respect to assets encumbered by any Loan Party a Permitted Lien so long as such net worth provisions would not reasonably be expected restriction applies only to impair materially the ability assets encumbered by such Permitted Lien, (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Loan Parties to meet their ongoing obligations under this Agreement Voting Stock is owned by the Company or any of its Subsidiaries, (e) [reserved], (f) applicable Requirements of Law, (g) customary restrictions and conditions contained in any agreement relating to the other Loan DocumentsDisposition of any property not prohibited by Section 6.14 pending the consummation of such Disposition, and (vh) any agreement in effect at the time a Subsidiary becomes a Subsidiary of the Company, so long as such agreement was not entered into in connection with respect to clause (c) onlyor in contemplation of such person becoming a Subsidiary of the Company, (i) any instrument governing Indebtedness permitted pursuant to Section 6.18 and assumed in connection with any Acquisition permitted pursuant to Section 6.15 and, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; or (j) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (h) or (i) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided, further, that this Section 6.20 shall not apply to encumbrances or restrictions arising by reason of customary non-assignment provisions or no-subletting clauses in licenses leases or sublicenses by the Borrower and its Subsidiaries other contracts entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)consistent with past practices.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Restricted Subsidiary, (b) make Investments in the Borrower or any other Subsidiary Restricted Subsidiary, (c) customary restrictions contained in agreements with respect to Indebtedness permitted pursuant to Section 7.2(c), (d) or (cm), or (d) transfer any of its assets to the Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, ; (iii) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 solely to the extent that such restriction applies solely to the assets to be Disposed; (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary nonanti-assignment provisions in leases and licenses or sublicenses by the Borrower and its Subsidiaries entered into in the ordinary course of business consistent with past practices (in which each case applicable solely to such prohibition lease or limitation shall only be effective against license or the Intellectual Property subject theretoto such lease or license), ; (iiv) customary provisions in joint venture agreements and similar agreements that restrict restrictions on transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, contained in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)) and (vi) restrictions in any joint venture agreement relating to the Condo Component or the Undeveloped Reno Property.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to to: (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or to any other Subsidiary, Loan Party; (b) make Investments in the Borrower or any other Subsidiary or Loan Party; or (c) transfer any of its assets to the Borrower or any other SubsidiaryLoan Party, except for such encumbrances or restrictions existing under or by reason of of (i) any restrictions existing under the Loan Documents, Documents or the First Lien Documentation, (ii) any restrictions existing under the New Senior Note IndentureRevolving Loan Agreement, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, documents evidencing Permitted Revolving Loan Refinancing Indebtedness, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, , (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) restrictions and conditions reasonably satisfactory to the Administrative Agent existing on the date hereof identified on Schedule 7.14 (but not to any amendment or modification expanding the scope or duration of, any such restriction or condition), (vi) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (vii) customary provisions in leases, licenses and other contracts restricting the assignment thereof, and (viii) any restrictions or conditions pursuant to applicable Requirements of Law.

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiaryLoan Party, (bii) make loans or advances to or Investments in the Borrower or any other Subsidiary Loan Party or (ciii) transfer any of its assets to the Borrower or any other SubsidiaryLoan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions and conditions existing under the Loan Documents, any other Indebtedness permitted by Section 6.18(i), or,(iv) or (ii) any restrictions existing under the New Senior Note Indenturexxv), the New Senior Note Indenture and Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted by Sections 6.2(f), to be incurred pursuant to Section 6.18 to the extent such agreements’ applicable restrictions are no more restrictive than those will not materially impair the Company’s ability to make principal or interest payment on the Loans, and any Permitted Refinancing Indebtedness in the Senior Note Indenture or the New Senior Note Indenturerespect thereof, (iiib) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (ivc) customary net worth provisions contained in real property leases entered into in any restrictions with respect to assets encumbered by any Loan Party a Lien permitted by Section 6.16 so long as such net worth provisions would not reasonably be expected restriction applies only to impair materially the ability assets encumbered by such permitted Lien, (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Loan Parties to meet their ongoing obligations under this Agreement Voting Stock is owned by the Company or any of its Subsidiaries, (e) customary restrictions in connection with Permitted Securitizations, (f) applicable Requirements of Law, (g) customary restrictions and conditions contained in any agreement relating to the other Loan DocumentsDisposition of any property not prohibited by Section 6.14 pending the consummation of such Disposition, and (vh) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary of the Company, so long as such agreement was not entered into in connection with respect to clause (c) onlyor in contemplation of such person becoming a Restricted Subsidiary of the Company, (i) any instrument governing Indebtedness assumed in connection with the Acquisition or any permitted Future Acquisition and permitted pursuant to Section 6.18, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; or (j) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (h) or (i) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided, further, that this Section 6.20 shall not apply to encumbrances or restrictions (x) arising by reason of customary non-assignment provisions or no-subletting clauses in licenses leases or sublicenses by the Borrower and its Subsidiaries other contracts entered into in the ordinary course of business and consistent with past practices or (y) in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations Indebtedness permitted pursuant to Section 6.18(xix) otherwise permitted hereby (in which case, any prohibition or limitation shall and covering only be effective against the those assets financed thereby)by such Indebtedness.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make Investments in loans or advances to the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of of (i) any restrictions existing under the Loan Documents, , (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any encumbrance or restriction in the Existing Credit Facility prior to the assignment of the Assigned Loans and the payment of all remaining amounts outstanding under the Existing Credit Facility, (iv) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Subsidiary on or prior to the date on which such Subsidiary was acquired by the Borrower or a Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection with, or in contemplation of, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Borrower or a Subsidiary), (v) any encumbrance or restriction pursuant to an agreement contained in any amendment to an agreement referred to in clause (iv) of this covenant; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Lenders than the encumbrances and restrictions contained in any such agreement, (vi) in the case of clause (c), 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, (ivB) 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 Subsidiary not otherwise prohibited by this Agreement or (C) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements, (vii) any encumbrance or restriction arising under or by reason of applicable law, (viii) any encumbrance or restriction contained in the Senior Note Indenture, (ix) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture, (x) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under this Agreement that limits the right of the debtor to dispose of the assets securing such Indebtedness, and (xi) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the and other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or in the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets ordinary course of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)business.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Restricted Subsidiary, (b) make Investments in the Borrower or any other Subsidiary Restricted Subsidiary, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, ; (iii) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 solely to the extent that such restriction applies solely to the assets to be Disposed; (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary nonanti-assignment provisions in leases and licenses or sublicenses by the Borrower and its Subsidiaries entered into in the ordinary course of business consistent with past practices (in which each case applicable solely to such prohibition lease or limitation shall only be effective against license or the Intellectual Property subject theretoto such lease or license), ; (iiv) customary provisions in joint venture agreements and similar agreements that restrict restrictions on transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, contained in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions in any agreement relating to the Condo Component, the Undeveloped Reno Property and the Cabela’s Transaction, and (vii) restrictions contained in agreements with respect to Indebtedness permitted pursuant to Section 7.2(c), (d) and (m).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to by the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary and (iviii) customary net worth provisions contained in real property leases entered into in by any Loan Party so long agreement existing as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement Closing Date (or a modification, replacement, renewal or extension thereof) or that is assumed by Holdings, the Borrower or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in connection with any Acquisition permitted in Section 6.8 or is binding on any Subsidiary at the ordinary course time such Person becomes a Subsidiary (provided that such agreement was not entered into solely in contemplation of business such Person becoming a Subsidiary), or that is an agreement governing Indebtedness permitted by Section 6.2 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same; provided that, (in which case x) to the extent any such prohibition agreement is entered into after the Closing Date, such encumbrance or limitation restriction shall only be effective against (A) the Intellectual Property or Person (and its Subsidiaries) acquired in such Acquisition, securing such Indebtedness or that is the subject thereto)of such Disposition or other leases, subleases, licenses, sublicenses, agreements or contracts, and (iiB) customary provisions in joint venture agreements the distributions of any Subsidiary of the Borrower (provided that such Subsidiary shall not have any assets other than such assets to be Disposed of or acquired or financed) and similar agreements that restrict transfers of assets of, (y) solely with respect to any non-Wholly Owned Subsidiary or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition encumbrance or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation restriction shall only be effective against the assets of such non-Wholly Owned Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)joint venture.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Subordinated Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(g), to the extent such restrictions are no more restrictive than those in the Senior Subordinated Note Indenture, (iii) any restrictions existing under the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections Section 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iiiiv) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (ivv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (vvi) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h6.2(h) and (mi) (provided that, in the which case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m6.3(r) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiaryLoan Party, (bii) make loans or advances to or Investments in the Borrower or any other Subsidiary Loan Party or (ciii) transfer any of its assets to the Borrower or any other SubsidiaryLoan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions and conditions existing under the Loan Documents, any other Indebtedness permitted by Section 6.18(i), (iiiv) any restrictions existing under the New Senior Note Indentureor (xxv), the New Senior Note Indenture and Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted by Sections 6.2(f), to be incurred pursuant to Section 6.18 to the extent such agreements’ applicable restrictions are no more restrictive than those will not materially impair the Company’s ability to make principal or interest payment on the Loans, and any Permitted Refinancing Indebtedness in the Senior Note Indenture or the New Senior Note Indenturerespect thereof, (iiib) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (ivc) customary net worth provisions contained in real property leases entered into in any restrictions with respect to assets encumbered by any Loan Party a Lien permitted by Section 6.16 so long as such net worth provisions would not reasonably be expected restriction applies only to impair materially the ability assets encumbered by such permitted Lien, (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Loan Parties to meet their ongoing obligations under this Agreement Voting Stock is owned by the Company or any of its Subsidiaries, (e) customary restrictions in connection with Permitted Securitizations, (f) applicable Requirements of Law, (g) customary restrictions and conditions contained in any agreement relating to the other Loan DocumentsDisposition of any property not prohibited by Section 6.14 pending the consummation of such Disposition, and (vh) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary of the Company, so long as such agreement was not entered into in connection with respect to clause (c) onlyor in contemplation of such person becoming a Restricted Subsidiary of the Company, (i) any instrument governing Indebtedness assumed in connection with the Acquisition or any permitted Future Acquisition and permitted pursuant to Section 6.18, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; or (j) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (h) or (i) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided, further, that this Section 6.20 shall not apply to encumbrances or restrictions (x) arising by reason of customary non-assignment provisions or no-subletting clauses in licenses leases or sublicenses by the Borrower and its Subsidiaries other contracts entered into in the ordinary course of business and consistent with past practices or (y) in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations Indebtedness permitted pursuant to Section 6.18(xix) otherwise permitted hereby (in which case, any prohibition or limitation shall and covering only be effective against the those assets financed thereby)by such Indebtedness.

Limitation on Restrictions on Subsidiary Distributions. Enter Each Loan Party shall not, and shall not permit any of its Subsidiaries (other than, to the extent required by Law or any agreement with any insurance regulator, HCSG Insurance) to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of any Loan Party to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower any Loan Party or any other SubsidiarySubsidiary of any Loan Party, (bii) make Investments in the Borrower loans or advances to any Loan Party or any other Subsidiary of any Loan Party or (ciii) transfer any of its assets to the Borrower any Loan Party or any other SubsidiarySubsidiary of any Loan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iiib) any restrictions with respect to a any Loan Party or any Subsidiary thereof imposed pursuant to an agreement that which has been entered into in connection with a Lien permitted by clause (viii) of the definition of Permitted Liens or a sale of assets permitted by Section 8.2.7 [Disposition of all Assets or substantially all of Subsidiaries] and any such prohibitions or limitations apply only to the Capital Stock property encumbered by such Lien (and rents and proceeds thereof, including insurance proceeds) or assets subject to such sale, (c) restrictions with respect to any Subsidiary contained in any agreement for the sale of such Subsidiary, Subsidiary or its assets permitted by Section 8.2.7 [Disposition of Assets or Subsidiaries] and (ivd) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially a contract, license or lease prohibiting or restricting the ability assignment, subleasing or sublicensing thereof or the granting of Liens on the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documentsrights contained therein and, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g)of this Section 8.2.17, (h) and (m) (provided that, in the case of such agreements governing Indebtedness other prohibitions on assignment expressly permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)8.2.16 [Limitation on Negative Pledges].

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to by the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary and (iviii) customary net worth provisions contained in real property leases entered into in by any Loan Party so long agreement existing as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement Closing Date (or a modification, replacement, renewal or extension thereof) or that is assumed by Holdings, the Borrower or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in connection with any Acquisition permitted in Section 6.8 or is binding on any Subsidiary at the ordinary course time such Person becomes a Subsidiary (provided that such agreement was not entered into solely in contemplation of business such Person becoming a Subsidiary), or that is an agreement governing Indebtedness permitted by Section 6.2 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same; provided that, (in which case x) to the extent any such prohibition agreement is entered into after the Closing Date, such encumbrance or limitation restriction shall only be effective against (A) the Intellectual Property or Person (and its Subsidiaries) acquired in such Acquisition, securing such Indebtedness or that is the subject thereto)of such Disposition or other leases, subleases, licenses, sublicenses, agreements or contracts, and (iiB) customary provisions in joint venture agreements the distributions of any Subsidiary of the Borrower (provided that such Subsidiary shall not have any assets other than such assets to be Disposed of or acquired or financed) and similar agreements that restrict transfers of assets of, (y) solely with respect to any non-Wholly-Owned Subsidiary or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition encumbrance or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation restriction shall only be effective against the assets of such non-Wholly-Owned Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).joint venture. 141

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiaryLoan Party, (bii) make loans or advances to or Investments in the Borrower or any other Subsidiary Loan Party or (ciii) transfer any of its assets to the Borrower or any other SubsidiaryLoan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions and conditions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indentureother Indebtedness permitted by Section 6.18(i), the New Senior Note Indenture and any credit agreements, indentures or similar agreements governing Indebtedness permitted by Sections 6.2(f), to be incurred pursuant to Section 6.18 to the extent such agreements’ applicable restrictions are no more restrictive than those will not materially impair the Borrower’s ability to make principal or interest payment on the Loans, and any Permitted Refinancing Indebtedness in the Senior Note Indenture or the New Senior Note Indenturerespect thereof, (iiib) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (ivc) customary net worth provisions contained in real property leases entered into in any restrictions with respect to assets encumbered by any Loan Party a Lien permitted by Section 6.16 so long as such net worth provisions would not reasonably be expected restriction applies only to impair materially the ability assets encumbered by such permitted Lien, (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Loan Parties to meet their ongoing obligations under this Agreement Voting Stock is owned by the Company or any of its Subsidiaries, (e) [reserved], (f) applicable Requirements of Law, (g) customary restrictions and conditions contained in any agreement relating to the other Loan DocumentsDisposition of any property not prohibited by Section 6.14 pending the consummation of such Disposition, and (vh) any agreement in effect at the time a Subsidiary becomes a Subsidiary of the Company, so long as such agreement was not entered into in connection with respect to clause (c) onlyor in contemplation of such person becoming a Subsidiary of the Company, (i) any instrument governing Indebtedness assumed in connection with any permitted Acquisition and permitted pursuant to Section 6.18, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; or (j) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (h) or (i) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided, further, that this Section 6.20 shall not apply to encumbrances or restrictions (x) arising by reason of customary non-assignment provisions or no-subletting clauses in licenses leases or sublicenses by the Borrower and its Subsidiaries other contracts entered into in the ordinary course of business and consistent with past practices or (y) in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations Indebtedness permitted pursuant to Section 6.18(xix) otherwise permitted hereby (in which case, any prohibition or limitation shall and covering only be effective against the those assets financed thereby)by such Indebtedness.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make Investments in loans or advances to the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of of (i) any restrictions existing under the Loan Documents, , (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any encumbrance or restriction in the Existing Credit Facility prior to the termination thereof, (iv) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Subsidiary on or prior to the date on which such Subsidiary was acquired by the Borrower or a Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection with, or in contemplation of, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Borrower or a Subsidiary), (v) any encumbrance or restriction pursuant to an agreement contained in any amendment to an agreement referred to in clause (iv) of this covenant; PROVIDED, HOWEVER, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Lenders than the encumbrances and restrictions contained in any such agreement, (vi) in the case of clause (c), 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, (ivB) 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 Subsidiary not otherwise prohibited by this Agreement or (C) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements, (vii) any encumbrance or restriction arising under or by reason of applicable law, (viii) any encumbrance or restriction contained in the Senior Note Indenture, (ix) customary provision in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture, (x) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under this Agreement that limits the right of the debtor to dispose of the assets securing such Indebtedness, and (xi) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the and other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or in the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets ordinary course of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)business.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make Restricted Payments in respect of any other distributions on its Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, to the Borrower or any of its Subsidiaries, or with respect to any other Subsidiaryinterest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (b) make Investments in loans or advances to the Borrower or any other Subsidiary or (c) transfer any of its properties or assets to the Borrower or any other Subsidiary, except for such encumbrances or dividend and other payment restrictions existing under or by reason of of: (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions existing under the New Senior Note IndentureExisting Indebtedness as in effect on the Closing Date and other customary encumbrances and restrictions existing on or after the Closing Date that are not more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the New Senior Note Closing Date; provided that the application of such restrictions or encumbrances to additional Subsidiaries not subject thereto on the Closing Date shall not be deemed to make such restrictions more restrictive; (iii) the General and Refunding Mortgage Indenture and other customary encumbrances and restrictions existing in indentures after the Closing Date that are not more restrictive, in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the General and Refunding Mortgage Indenture; (iv) applicable law (including without limitation, rules, regulations and agreements with regulatory authorities) or any order issued pursuant to a federal or state statute or any order by or agreement with any court or governmental agency or body having jurisdiction over the Borrower or any of its Subsidiaries or any of their respective properties; (v) any instrument governing Indebtedness permitted or Capital Stock of a Person acquired by Sections 6.2(f), the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such restrictions are no more restrictive than those in the Senior Note Indenture Indebtedness or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into Capital Stock was incurred in connection with the Disposition of all or substantially all of the Capital Stock or assets in contemplation of such Subsidiary, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject theretoacquisition), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).encumbrance or

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed toto WSCA, the Borrower or any other Subsidiary, (b) make Investments in WSCA, the Borrower or any other Subsidiary or (c) transfer any of its assets to WSCA, the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary of the Borrower or any Canadian Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iviii) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would could not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, (iv) any restrictions existing under (A) the Senior Subordinated Notes Indenture or (B) any agreement to be entered into in connection with the incurrence of Indebtedness permitted by Sections 7.2(f) or (g) solely to the extent such agreement is no more restrictive than this Agreement, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iiiA) agreements governing Indebtedness permitted by Sections 6.2(g)described in clauses (b)-(d) of Section 7.13, (h) to the extent set forth in such clauses and (mB) (provided that, restrictions with respect to the transfer of any asset contained in the case an agreement that has been entered into in connection with a disposition of such agreements governing Indebtedness asset permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)hereunder.

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiaryLoan Party, (bii) make loans or advances to or Investments in the Borrower or any other Subsidiary Loan Party or (ciii) transfer any of its assets to the Borrower or any other SubsidiaryLoan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions and conditions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indentureother Indebtedness permitted by Section 6.18(i), the New Senior Note Indenture and any credit agreements, indentures or other agreements governing Indebtedness permitted by Sections 6.2(f), to be incurred pursuant to Section 6.18 to the extent such agreements’ applicable restrictions are no more restrictive than those will not materially impair the Company’s ability to make principal or interest payment on the Loans, and any Permitted Refinancing Indebtedness in the Senior Note Indenture or the New Senior Note Indenturerespect thereof, (iiib) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (ivc) customary net worth provisions contained in real property leases entered into in any restrictions with respect to assets encumbered by any Loan Party a Permitted Lien so long as such net worth provisions would not reasonably be expected restriction applies only to impair materially the ability assets encumbered by such Permitted Lien, (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Loan Parties to meet their ongoing obligations under this Agreement Voting Stock is owned by the Company or any of its Subsidiaries, (e) [reserved], (f) applicable Requirements of Law, (g) customary restrictions and conditions contained in any agreement relating to the other Loan DocumentsDisposition of any property not prohibited by Section 6.14 pending the consummation of such Disposition, and (vh) any agreement in effect at the time a Subsidiary becomes a Subsidiary of the Company, so long as such agreement was not entered into in connection with respect to clause (c) onlyor in contemplation of such person becoming a Subsidiary of the Company, (i) any instrument governing Indebtedness permitted pursuant to Section 6.18 and assumed in connection with any Acquisition permitted pursuant to Section 6.15 and, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; or (j) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (h) or (i) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided, further, that this Section 6.20 shall not apply to encumbrances or restrictions arising by reason of customary non-assignment provisions or no-subletting clauses in licenses leases or sublicenses by the Borrower and its Subsidiaries other contracts entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)consistent with past practices.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make Investments in loans or advances to the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in related security documents or the Senior Note Indenture or the New Senior Subordinated Note Indenture, (iiiii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iviii) customary net worth provisions contained in real property leases any restrictions with respect to the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability Section 7.3 or a sale of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documentsassets permitted by Section 7.5 and, and (v) with respect to clause (c), any such prohibitions or limitations apply only to the Property encumbered by such Lien or subject to such sale or (iv) only, (ithe documents governing the relationship among the holders of the Capital Stock of EFILM and any agreement relating to the Indebtedness of EFILM permitted by Section 7.2(i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such any prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens EFILM or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebyits Subsidiaries).

Limitation on Restrictions on Subsidiary Distributions. Enter Each Loan Party shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of any Loan Party to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower any Loan Party or any other SubsidiarySubsidiary of any Loan Party, (bii) make Investments in the Borrower loans or advances to any Loan Party or any other Subsidiary of any Loan Party or (ciii) transfer any of its assets to the Borrower any Loan Party or any other SubsidiarySubsidiary of any Loan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iiib) any restrictions with respect to a any Loan Party or any Subsidiary thereof imposed pursuant to an agreement that which has been entered into in connection with a Lien permitted by clause (viii) of the definition of Permitted Liens or a sale of assets permitted by Section 8.2.7 [Disposition of all Assets or substantially all of Subsidiaries] and any such prohibitions or limitations apply only to the Capital Stock property encumbered by such Lien or assets subject to such sale, (c) restrictions with respect to any Subsidiary contained in any agreement for the sale of such Subsidiary, Subsidiary or its assets permitted by Section 8.2.7 [Disposition of Assets or Subsidiaries] and (ivd) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially a contract, license or lease prohibiting or restricting the ability assignment, subleasing or sublicensing thereof or the granting of Liens on the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documentsrights contained therein and, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g)of this Section 8.2.17, (h) and (m) (provided that, in the case of such agreements governing Indebtedness other prohibitions on assignment expressly permitted by Section 6.2(h), such prohibition 8.2.16 [Limitation or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)Negative Pledge].

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other SubsidiaryLoan Party, (bii) make loans or advances to or Investments in the Borrower or any other Subsidiary Loan Party or (ciii) transfer any of its assets to the Borrower or any other SubsidiaryLoan Party, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions and conditions existing under the Loan Documents, any other Indebtedness permitted by Section 6.18(i) or (ii) any restrictions existing under the New Senior Note Indentureiv), the New 509265-1946-Active.21307007.121307007.7 Senior Note Indenture and Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted by Sections 6.2(f), to be incurred pursuant to Section 6.18 to the extent such agreements’ applicable restrictions are no more restrictive than those will not materially impair the Company’s ability to make principal or interest payment on the Loans, and any Permitted Refinancing Indebtedness in the Senior Note Indenture or the New Senior Note Indenturerespect thereof, (iiib) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (ivc) customary net worth provisions contained in real property leases entered into in any restrictions with respect to assets encumbered by any Loan Party a Lien permitted by Section 6.16 so long as such net worth provisions would not reasonably be expected restriction applies only to impair materially the ability assets encumbered by such permitted Lien, (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Loan Parties to meet their ongoing obligations under this Agreement Voting Stock is owned by the Company or any of its Subsidiaries, (e) customary restrictions in connection with Permitted Securitizations, (f) applicable Requirements of Law, (g) customary restrictions and conditions contained in any agreement relating to the other Loan DocumentsDisposition of any property not prohibited by Section 6.14 pending the consummation of such Disposition, and (vh) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary of the Company, so long as such agreement was not entered into in connection with respect to clause (c) onlyor in contemplation of such person becoming a Restricted Subsidiary of the Company, (i) any instrument governing Indebtedness assumed in connection with the Acquisition or any permitted Future Acquisition and permitted pursuant to Section 6.18, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; or (j) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (h) or (i) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided, further, that this Section 6.20 shall not apply to encumbrances or restrictions (x) arising by reason of customary non-assignment provisions or no-subletting clauses in licenses leases or sublicenses by the Borrower and its Subsidiaries other contracts entered into in the ordinary course of business and consistent with past practices or (y) in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations Indebtedness permitted pursuant to Section 6.18(xix) otherwise permitted hereby (in which case, any prohibition or limitation shall and covering only be effective against the those assets financed thereby)by such Indebtedness.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, ; (iii) any restrictions set forth in the Senior Subordinated Note Indenture (and the instruments or agreements governing any Indebtedness permitted pursuant to Section 7.2(f)(ii)); (iv) customary net worth provisions any restrictions contained in real property leases entered into in by agreements related to Indebtedness of any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business Excluded Subsidiary (in which case such prohibition or limitation restriction shall relate only be effective against the Intellectual Property subject theretoto such Excluded Subsidiary and its Subsidiaries), , (iiv) customary provisions in joint venture agreements and similar agreements that restrict transfers the transfer of equity interests in Joint Ventures (which are not Subsidiaries of the Borrower) (in which case such restrictions shall relate only to assets of, or equity interests in, such joint ventureJoint Venture); (vi) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business (in which case such restriction shall relate only to such intellectual property); and (vii) with respect to restrictions described in clause (c) of this Section 7.14, (iii) restrictions contained in agreements governing Indebtedness permitted by Sections 6.2(g), (h7.2(c) and (m7.2(d) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)hereof.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (ai) pay dividends or make Restricted Payments in respect of any other distributions on its Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, to the Borrower or any of its Subsidiaries, or with respect to any other Subsidiaryinterest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (bii) make Investments in loans or advances to the Borrower or any other Subsidiary or (ciii) transfer any of its properties or assets to the Borrower or any other Subsidiary, except for such encumbrances or dividend and other payment restrictions existing under or by reason of of: (iA) any restrictions existing under the Loan Documents, ; (iiB) any restrictions existing under the New Senior Note IndentureExisting Indebtedness as in effect on the Closing Date and other customary encumbrances and restrictions existing on or after the Closing Date that are not more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the New Senior Note Closing Date; provided that the application of such restrictions or encumbrances to additional Subsidiaries not subject thereto on the Closing Date shall not be deemed to make such restrictions more restrictive; (C) the General and Refunding Mortgage Indenture and other customary encumbrances and restrictions existing in indentures after the Closing Date that are not more restrictive, in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the General and Refunding Mortgage Indenture; (D) applicable law (including without limitation, rules, regulations and agreements with regulatory authorities) or any order issued pursuant to a federal or state statute or any order by or agreement with any court or governmental agency or body having jurisdiction over the Borrower or any of its Subsidiaries or any of their respective properties; (E) any instrument governing Indebtedness permitted or Capital Stock of a Person acquired by Sections 6.2(f), the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such restrictions are no more restrictive than those in the Senior Note Indenture Indebtedness or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Disposition of all or substantially all of the Capital Stock properties or assets of such Subsidiaryany Person, (iv) customary net worth provisions contained in real other than the Person, or the property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability or assets of the Loan Parties Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of Section 8.2(a) to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and be incurred; (v) with respect to clause (c) only, (iF) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries leases entered into in the ordinary course of business and consistent with past practices; (G) purchase money obligations for property acquired in which case the ordinary course of business that impose restrictions on such prohibition property of the nature described in clause (iii) above; (H) any agreement for the sale or limitation shall only other disposition of a Subsidiary that restricts distributions or dispositions of assets by such Subsidiary pending its sale or other disposition; (I) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (J) Liens securing Indebtedness otherwise permitted to be effective against incurred under Section 8.2(b) that limit the Intellectual Property right of the debtor to dispose of the assets subject thereto), to such Liens; and (iiK) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or in the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets ordinary course of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)business.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Subordinated Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(g), to the extent such restrictions are no more restrictive than those in the Senior Subordinated Note Indenture, (iii) any restrictions existing under the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections Section 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iiiiv) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (ivv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (vvi) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h6.2(h) and (mi) (provided that, in the which case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m6.3(q) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under applicable law or the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions in the Senior Note Indenture or in any instrument governing Indebtedness of any Non-Guarantor Subsidiary permitted under Section 7.2(f), (iv) customary net worth provisions contained in real property leases restricting assignment of any agreement entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)business, (iiv) customary provisions in joint venture agreements and similar agreements that restrict transfers any agreement creating a Lien permitted by Section 7.3 restricting the transfer of assets of, or equity interests in, the property subject to such joint ventureLien, (iiivi) agreements governing Indebtedness permitted by Sections 6.2(g)any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, (h) so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower, and (mvii) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a any Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Wholly Owned Subsidiary, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreement solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity; provided, that at the time such agreement is entered into, on a pro forma basis for any such restriction, the Borrower would be in compliance with each of the financial covenants set forth in Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)7.1.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower Company or any other Subsidiary, (b) make Investments in the Borrower Company or any other Subsidiary or (c) transfer any of its assets to the Borrower Company or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrances or restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted or by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenturereason of applicable law, (iii) customary restrictions and conditions contained in agreements relating to any sale of Property permitted by Section 6.03 or 6.04 pending such sale (including agreements evidencing Indebtedness permitted by Section 6.01(j)), provided such restrictions with respect and conditions apply only to a Subsidiary imposed pursuant the Property that is to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiarybe sold, (iv) customary net worth provisions contained any agreement in real property leases effect, or entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially into, on the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan DocumentsRestatement Effective Date and identified on Schedule 6.13, and (v) with respect to clause (c) only, (i) customary non-provisions restricting subletting or assignment provisions in licenses of any lease governing a leasehold interest of the Company or sublicenses by a Subsidiary of the Borrower and its Subsidiaries Company entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)and consistent with past practices, (iivi) customary provisions in joint venture agreements any encumbrance or restriction under any agreement or instrument governing Permitted Acquired Debt or Permitted Seller Debt, which encumbrance or restriction is not applicable to any Person or the Properties of any Person, other than the Person or the Properties acquired pursuant to the respective Permitted Acquisition and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided thatso long as, in the case of Permitted Acquired Debt, the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) customary restrictions contained in any documentation governing Attributable Debt arising in connection with a Permitted Sale-Leaseback Transaction, so long as any such agreements governing restriction is applicable only to the Property securing such Attributable Debt, (viii) restrictions and conditions on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder (except to the extent otherwise subject to limitation under clause (xii) below), (ix) negative pledges and restrictions on Liens in favor of any holder of secured Indebtedness permitted by Section 6.2(h), such prohibition 6.01(c) or limitation shall be effective (l) but only against to the extent any negative pledges relate to the property acquired therebyfinanced by or the subject of such Indebtedness (and excluding any Subordinated Indebtedness), (ivx) on and after the execution and delivery thereof, encumbrances and restrictions contained in the documentation governing any Indebtedness incurred pursuant to Section 6.01(g), (xi) restrictions and conditions contained in any documents, agreements entered into by and instruments evidencing Permitted Secured Debt assumed in connection with a Subsidiary that Permitted Acquisition so long as (x) such Permitted Secured Debt is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m6.01(r), (y) such restrictions and conditions are applicable only to the Subsidiaries or Properties acquired pursuant to such Permitted Acquisition and (z) such restrictions and conditions were not created (or made more restrictive) in connection with or in anticipation of such Permitted Acquisition and (xii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01(f), (g), (j), (l), (m), (n), (p), (s), (t) or (u) but only if such negative pledge or restriction permits Liens for the Indebtedness secured thereby benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Secured Obligations under the Loan Documents on a senior basis (in which case an aggregate principal amount equal to at least the aggregate principal Dollar Amount of all Term Loans and the sum of the Revolving Commitments on the date of the incurrence thereof) and without a requirement that such prohibition or limitation shall only be effective against the assets holders of such Subsidiary subject Indebtedness be secured by such Liens equally and ratably or on a junior basis (except to such Lienthe extent permitted under Section 2.21 in respect of any Incremental Equivalent Debt). (nn) Section 6.14 of the Credit Agreement is amended to (i) replace the phrase “Restatement Effective Date” appearing therein with the phrase “Amendment No. 2 Effective Date” and (vii) any agreements governing any purchase money Liens insert the phrase “or Capital Lease Obligations otherwise permitted hereby ancillary” immediately prior to the word “thereto” appearing at the end of the section. (oo) Section 6.18(a) of the Credit Agreement is amended and restated in which case, any prohibition or limitation shall only be effective against the assets financed thereby).its entirety as follows:

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower Company or any other SubsidiarySubsidiary of the Borrower, (b) make Investments in loans or advances to the Borrower Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Borrower Company or any other SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Senior Subordinated Note Indenture or the Holdings Debentures Indenture, (ii) with respect to clause (c) only, any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), relating to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note IndentureDealer Receivables Financing and Existing Factoring Arrangements, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) customary net worth provisions contained in real property leases any restrictions with respect to the Company or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.3 or a sale of assets permitted by Section 7.5 and any Loan Party so long as such net worth provisions would not reasonably be expected prohibitions or limitations apply only to impair materially the ability Property encumbered by such Lien or subject to such sale, (v) any agreement governing Indebtedness or Capital Stock of a Person acquired by the Loan Parties to meet their ongoing obligations under this Agreement Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent that (A) such Indebtedness was incurred in connection with or in contemplation of such acquisition or (B) the encumbrance or restriction contained in the agreement relating to such Capital Stock was included therein in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other Loan Documentsthan the Person, and (v) with respect or the property or assets of the Person, so acquired, provided that such Indebtedness or Capital Stock was permitted by the terms of this Agreement to clause (c) onlybe incurred or acquired, as the case may be, (ivi) customary non-assignment provisions in licenses or sublicenses by the Borrower leases and its Subsidiaries other agreements entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) consistent with past practices and (mvii) (provided that, restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the case ordinary course of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)business.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make Restricted Payments in respect of any other distributions on its Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, to the Borrower or any of its Subsidiaries, or with respect to any other Subsidiaryinterest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (b) make Investments in loans or advances to the Borrower or any other Subsidiary or (c) transfer any of its properties or assets to the Borrower or any other Subsidiary, except for such encumbrances or dividend and other payment restrictions existing under or by reason of of: (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions existing under the New Senior Note IndentureExisting Indebtedness as in effect on the Closing Date and other customary encumbrances and restrictions existing on or after the Closing Date that are not more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the New Senior Note Closing Date; provided that the application of such restrictions or encumbrances to additional Subsidiaries not subject thereto on the Closing Date shall not be deemed to make such restrictions more restrictive; (iii) the General and Refunding Mortgage Indenture and other customary encumbrances and restrictions existing in indentures after the Closing Date that are not more restrictive, in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the General and Refunding Mortgage Indenture; (iv) applicable law (including without limitation, rules, regulations and agreements with regulatory authorities) or any order issued pursuant to a federal or state statute or any order by or agreement with any court or governmental agency or body having jurisdiction over the Borrower or any of its Subsidiaries or any of their respective properties; (v) any instrument governing Indebtedness permitted or Capital Stock of a Person acquired by Sections 6.2(f), the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such restrictions are no more restrictive than those in the Senior Note Indenture Indebtedness or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Disposition of all or substantially all of the Capital Stock properties or assets of such Subsidiaryany Person, (iv) customary net worth provisions contained in real other than the Person, or the property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability or assets of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan DocumentsPerson, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (so acquired; provided that, in the case of Indebtedness, such agreements governing Indebtedness was permitted by the terms of Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).6.1

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Parent Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Parent Borrower, (b) make Investments in the Parent Borrower or any other Subsidiary of the Parent Borrower or (c) transfer any of its assets to the Parent Borrower or any other Subsidiary, except for (i) such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents and (ii) encumbrances or restrictions contained in, or existing by reasons of, any restrictions agreement or instrument (A) EXHIBIT 10.1 ANNEX A relating to property existing under at the New Senior Note Indenturetime of the acquisition thereof, so long as the encumbrance or restriction relates only to the property so acquired, (B) relating to any Indebtedness of any Subsidiary at the time such Subsidiary was merged or consolidated with or into, or acquired by, the New Senior Note Indenture and Parent Borrower or a Subsidiary or became a Subsidiary, which encumbrance or restriction is not applicable to any agreements governing Indebtedness permitted by Sections 6.2(f)Person, to the extent or any properties or assets of any Person, other than such restrictions are no more restrictive than those in the Senior Note Indenture Subsidiary or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock properties or assets of such SubsidiarySubsidiary and is not created in contemplation thereof, (ivC) customary net worth provisions contained effecting a renewal, extension, or refinancing (or successive extensions, renewals or refinancings) of Indebtedness issued under an agreement referred to in real property leases entered into in by any Loan Party clauses (A) or (B) above, so long as the encumbrances or restrictions contained in any such net worth provisions would renewal, extension, or refinancing agreement are not reasonably be expected to impair materially more restrictive than the ability encumbrances or restrictions contained in the original agreement, (D) constituting restrictions on the sale or other disposition of the Loan Parties to meet their ongoing obligations under this Agreement or any property as a result of the other Loan Documentsa Lien on such property permitted hereunder, and (vE) with respect to clause (c) above only, (i) customary non-assignment constituting provisions contained in licenses agreements or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing instruments relating to Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in hereunder that prohibit the case transfer of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition all or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against substantially all of the assets of the obligor under that agreement or instrument unless the transferee assumes the obligations of the obligor under such Subsidiary agreement or instrument or such assets may be transferred subject to such Lienprohibition, (F) constituting any encumbrance or restriction with respect to property under an agreement that has been entered into for the disposition of such property, provided that such disposition is otherwise permitted hereunder and (vG) constituting any agreements governing encumbrance or restriction contained in the Constituent Documents of any purchase money Liens Subsidiary that subjects the payment of dividends or Capital Lease Obligations otherwise permitted hereby the making of other distributions to the discretion of the Board of Directors of such Subsidiary or permits dividends or distributions only to the extent of available cash (as defined in which case, any prohibition or limitation shall only be effective against the assets financed therebysuch Constituent Document).