Common use of Limitation on Subsidiary Distributions Clause in Contracts

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers).

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeSecond Lien Credit Documents and the Second Lien Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower).

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement the Credit Documents and the related documentation and related any Hedging Obligations; (iib) the Unsecured Asset Sale BridgeSenior Interim Loan Agreement, the Senior Interim Loans, the Senior Notes Indenture, the Senior Notes and related guarantees; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to make scheduled payments of cash interest on the notes when due; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiil) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiik) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeFirst Lien Credit Documents and the First Lien Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower).

Limitation on Subsidiary Distributions. Holdings The Borrower will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeSecond Lien Credit Documents and the Second Lien Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement Requirements of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board the Borrower’s boards of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower).

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (ax) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or Stock Equivalents or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, (by) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary that is Guarantor or (cz) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, except (in each case) for such encumbrances or restrictions (xA) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (yB) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Conversion Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (cx), (y) or (z) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (ivc) Requirement of Law Applicable Laws or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary or an Excluded Project Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or Stock Equivalents or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensLiens permitted hereunder; (viif) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions or encumbrances on transfers of assets subject to Permitted Liens permitted hereunder (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viiig) restrictions or encumbrances on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of business; (ixh) restrictions or encumbrances imposed by other Indebtedness, Disqualified Stock or preferred stock Stock or Stock Equivalents of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (xi) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture (including its assets and Subsidiaries) and the Equity Interests Stock or Stock Equivalents issued thereby; (xij) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiik) restrictions created in connection with any Permitted Receivables Facility Financing or any Qualified Securitization Financing that, in the good faith determination of the board of directors (or analogous governing body) of Holdingsthe Borrower, are necessary or advisable to effect such Permitted Receivables Financing or Qualified Securitization Financing, as the case may be; (l) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (m) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; (n) restrictions contemplated by the Plan or created in connection with the consummation of the Transaction, or restrictions arising from Shared Services and Tax Agreements; (o) restrictions created in connection with Non-Recourse Debt; (p) restrictions created in connection with a Permitted Synthetic Letter of Credit Facility; andor (xiiiq) any encumbrances or restrictions of the type referred to in clauses (ax), (b), y) and (cz) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, extensions, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiip) above; provided that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, extensions, replacements, restructurings or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no not materially more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, extension, restructuring, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower); provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary that is a Guarantor to other Indebtedness incurred by the Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an encumbrance or restriction.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; orSubsidiary that is Guarantor; (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeABL Credit Documents and the ABL Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (a), (b) or (c) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (iv) Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock Capital Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility or any Securitization Facility that, in the good faith determination of the board of directors (or analogous governing body) of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility or Securitization Facility; and, as the case may be; (xiii) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (xiv) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; or (xv) any encumbrances or restrictions of the type referred to in clauses (a), (b), ) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiixiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower); provided that (x) the priority of any preferred Capital Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary that is a Guarantor to other Indebtedness incurred by the Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an encumbrance or restriction.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (ax) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or Stock Equivalents or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, (by) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary that is Guarantor or (cz) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, except (in each case) for such encumbrances or restrictions (xA) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (yB) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement Agreement, the ABL Credit Documents and the related documentation and related Hedging Obligations and Cash Management Obligations; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (cx), (y) or (z) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (ivc) Requirement of Law Applicable Laws or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition Disposition of all or substantially all of the Capital Stock or Stock Equivalents or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensLiens permitted hereunder; (viif) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose Dispose of the assets securing such Indebtedness and (y) restrictions or encumbrances on transfers of assets subject to Permitted Liens permitted hereunder (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viiig) restrictions or encumbrances on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of business; (ixh) restrictions or encumbrances imposed by other Indebtedness, Indebtedness or Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (xi) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture (including its assets and Subsidiaries) and the Equity Interests Stock or Stock Equivalents issued thereby; (xij) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiik) restrictions created in connection with any Permitted Receivables Facility Financing or any Qualified Securitization Financing that, in the good faith determination of the board of directors of HoldingsBorrower, are necessary or advisable to effect such Permitted Receivables Facility; andFinancing or Qualified Securitization Financing, as the case may be; (xiiil) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (m) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; (n) restrictions contemplated by the Plan or created in connection with the consummation of the Transaction, including restrictions imposed by the PBGC Stipulation of Settlement; or (o) any encumbrances or restrictions of the type referred to in clauses (ax), (b), y) and (cz) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, extensions, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiin) above; provided that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, extensions, replacements, restructurings or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no not materially more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, extension, restructuring, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower); provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary that is a Guarantor to other Indebtedness incurred by the Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an encumbrance or restriction.

Limitation on Subsidiary Distributions. Holdings CGI Borrower will: (a) not, and will not permit any of the Restricted Subsidiaries that are not Borrowers or Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) to (i) pay dividends or make any other distributions to Holdings CGI Borrower or any Restricted Subsidiary that is a Guarantor or Borrower on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings CGI Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor or Borrower; (biii) make loans or advances to Holdings CGI Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor or Borrower; or or (civ) sell, lease or transfer any of its properties or assets to Holdings CGI Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor or Borrower; or (b) not, and will not permit any other Credit Party to, enter into any agreement prohibiting the creation of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations; except (in each casecase under the foregoing clauses (a) and (b)) for such encumbrances or restrictions (x) which the Borrowers have CGI Borrower has reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridgeany Term Loan Credit Documents and any Permitted Term Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (ca) or (b) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (iv) Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over CGI Borrower or any of its Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings CGI Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings CGI Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 11.1 and 10.2 11.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of businessbusiness or consistent with past practice; (ix) solely with respect to clause (a) above, other Indebtedness, Disqualified Stock or preferred stock Capital Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.111.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business, or consistent with past practice; (xii) customary restrictions created in connection with any Receivables Facility thaton leases, in subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; andassets subject thereto; (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; or (xiv) any encumbrances or restrictions of the type referred to in clauses (a), ) and (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiixiv) above (other than, in the case of clause (b) above, clause (ix)); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsCGI Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the CGI Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower Representative).

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Restatement Effective Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iviii) Requirement of Law or any applicable rule, regulation or order; (viv) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (viv) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (viivi) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viiivii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixviii) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Restatement Effective Date pursuant to the provisions of Section 10.1; (xix) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xix) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiixi) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiixii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower).

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement the Credit Documents and any Hedging Obligations in effect on the related documentation and related Hedging ObligationsClosing Date; (iib) the Unsecured Asset Sale BridgeSenior Secured Term Loan Facilities and related guarantees and any related collateral documents; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and obligations under any Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order[Reserved]; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens[Reserved]; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 Section 10.1(p) and 10.2 that limit (q) as it relates to the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock Indebtedness of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1(k) so long as either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to impair the ability of the Borrower to make scheduled payments of cash interest on the Loans when due; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and or property or are otherwise customary encumbrances or restrictions imposed pursuant to any agreement of the Equity Interests issued therebytype described in the definition of “Industry Investments” entered into in the ordinary course of business; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiil) restrictions created in connection any agreements entered into with respect to any Receivables Facility thatsale, in the good faith determination of the board of directors of Holdingstransfer, are necessary lease or advisable other Disposition permitted by Section 10.4 and applicable solely to effect assets under such Receivables Facilitysale, transfer, lease or other Disposition; and (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiil) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including Effective Date that are described on Schedule 11.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (iib) the Unsecured Asset Sale BridgeSenior Notes, the Senior Notes Documents and related guarantees; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 11.1 and 10.2 11.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Funding Date pursuant to Section 11.1 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Funding Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to make scheduled payments of cash interest on the Obligations when due; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiil) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiik) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge[reserved]; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower).

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and obligations under any Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (vc) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (xd) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit Section 10.1(n) as it relates to the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiie) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixf) other Indebtedness, Disqualified Stock or preferred stock Indebtedness of Borrower and its Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Sections 10.1(a), (k), (n) and (o) and (y) so long as the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date; (xg) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and or property or are otherwise customary encumbrances or restrictions imposed pursuant to any agreement of the Equity Interests issued therebytype described in the definition of “Industry Investments” entered into in the ordinary course of business; (xih) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiii) restrictions created in connection any agreements entered into with respect to any Receivables Facility thatsale, in the good faith determination of the board of directors of Holdingstransfer, are necessary lease or advisable other Disposition permitted by Section 10.4 and applicable solely to effect assets under such Receivables Facility; andsale, transfer, lease or other Disposition; (xiiij) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or refinancing; and (yk) do not materially impair the Borrowers’ ability to pay their respective obligations Indebtedness under the Credit Documents as and when due (as determined in good faith by the Borrowers)EHP Notes.

Limitation on Subsidiary Distributions. Holdings The Borrower will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeFirst Lien Credit Documents and the First Lien Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement Requirements of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board the Borrower’s boards of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower).

Limitation on Subsidiary Distributions. Holdings The Borrower will not permit any of the its Restricted Subsidiaries that are not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge[reserved]; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement Requirements of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts or agreements for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility; (xiii) any encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payments under this Agreement, in each case, as determined by the Borrower in good faith; (xiv) customary provisions in operating or other similar agreements, asset sale agreements, and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; and (xiiixv) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiixiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower). For purposes of determining compliance with this covenant (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitation on Subsidiary Distributions. Holdings will not, and will not permit any of the its Restricted Subsidiaries that are not the Borrower or Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeSenior Notes Indenture, the Senior Notes and related guarantees; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyventure; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), ) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not permit any of the its Restricted Subsidiaries that are not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeFirst Lien Credit Agreement, the First Lien Term Loans, First Lien Revolving Loans and the related guarantees; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement Requirements of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts or agreements for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility; (xiii) any encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payments under this Agreement, in each case, as determined by the Borrower in good faith; (xiv) customary provisions in operating or other similar agreements, asset sale agreements, and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; and (xiiixv) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiixiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower). For purposes of determining compliance with this covenant (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitation on Subsidiary Distributions. Holdings The Borrower will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Restatement Effective Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeTerm Loan Credit Documents and the Term Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement Requirements of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Restatement Effective Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower).

Limitation on Subsidiary Distributions. Holdings The Borrower will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Restatement Effective Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeABL Credit Document and the ABL Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement Requirements of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Restatement Effective Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower).

Limitation on Subsidiary Distributions. Holdings will not, and will not permit any of the its Restricted Subsidiaries that are is not Guarantors to, directly a Borrower or indirectly, a Guarantor to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridgeany Indebtedness permitted under Section 10.1; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyventure; (xix) customary provisions contained in leases, sub-leases, licenses, sub-sub- licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiixi) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility[Reserved]; and (xiiixii) any encumbrances or restrictions of the type referred to in clauses (a), (b), ) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement the Credit Documents and the related documentation and related any Hedging Obligations; (iib) the Unsecured Asset Sale BridgeSenior Secured Second Lien Term Loan Facility, the Initial Senior Notes and related guarantees and any related collateral documents; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) any applicable Requirement of Law or any applicable rule, regulation or orderLaw; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections Section 10.1 and Section 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of (i) Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 so long as either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to impair the ability of the Borrower to make scheduled payments of cash interest on the Loans when due or (ii) Foreign Subsidiaries as to such Foreign Subsidiaries and their Subsidiaries; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiil) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiik) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings will not, and will not permit any of the its Restricted Subsidiaries that are not Borrowers or Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeSenior Notes Indenture, the Senior Notes and related guarantees; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyventure; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), ) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement the Credit Documents and any Hedging Obligations; 715000788 12406500715000788 12406500 (b) the related documentation Senior Interim Loan Agreement, the Senior Interim Loans, the Senior Notes Indenture, the Senior Notes and related Hedging Obligationsguarantees; (ii) the Unsecured Asset Sale Bridge; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to make scheduled payments of cash interest on the notes when due; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiil) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiik) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material 715000788 12406500715000788 12406500 respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock capital stock or with respect to any other interest or participation inin its profits owned by the Borrower or any Subsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted a Subsidiary; , (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; , except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: of (i) contractual applicable Law; (ii) this Credit Agreement and the other Credit Documents; (iii) the Senior Notes; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any holder of a Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale (provided that such encumbrances or restrictions are customary for such agreements); (viii) without affecting the Credit Parties’ obligations under Sections 7.12, 7.13 or 7.14, customary provisions in effect on the Closing Datepartnership agreements, including pursuant to this Agreement limited liability company organizational governance documents, asset sale and the related documentation stock sale agreements and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iii) purchase money obligations for property acquired other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or consistent with past practice and Capitalized Lease Obligations that impose similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of the nature discussed in clause business; (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (vx) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is governing Indebtedness assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereofany Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person so acquired; (xi) in the case of any Subsidiary that is not a Wholly Owned Subsidiary in respect of any matters referred to in clauses (b) and its Subsidiaries(c) above, so acquired restrictions in such personPerson’s Organization Documents or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an any joint venture agreement that has been entered into for or stockholders agreements solely to the sale or disposition of all or substantially all extent of the Capital Stock of or assets of such Subsidiary property held in the subject joint venture or other entity; (xii) contractual encumbrances or restrictionscontracts or agreements in effect on the Closing Date underrelating to Indebtedness existing on the Closing Date and set forth on Schedule 8.03, (xiii) any restrictions on transfer of assets subject imposed by any agreement relating to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (ySection 8.03(f) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the Senior Notes as in effect on the Closing Date; (xiii) customary net worth provisions contained in real property leases entered into by the Borrower or any Subsidiary, so long as the Borrower has determined in good faith that such transfer restrictions apply solely net worth provisions would not reasonably be expected to impair the assets that are ability of the subject Borrower and its Subsidiaries to meet their ongoing obligations; (xiv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Permitted Lien); Person becoming a Subsidiary, (viiixv) restrictions in agreementsany agreement representing Indebtedness permitted under Section 8.03 of a Subsidiary of the Borrower that is not a Guarantor; (xvi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; and (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiixvii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings that are otherwise permitted by the Credit Documents of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, are no more materially restrictive in any material respect with respect to such encumbrance encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement amendment or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this the Credit Documents and any Hedging Obligations in effect on the Closing Date; (b) the (i) Second Lien Credit Agreement and the related documentation any Permitted Refinancing Indebtedness in respect thereof and related Hedging Obligations; (ii) the Existing Unsecured Asset Sale BridgeNotes and any Permitted Refinancing Indebtedness in respect thereof, and related guarantees and any related collateral documents; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and obligations under any Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order[Reserved]; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens[Reserved]; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 Section 10.1(p) and 10.2 that limit (q) as it relates to the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock Indebtedness of the Borrower and its Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 (k) , (l), (p) and (q) so long as the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and or property or are otherwise customary encumbrances or restrictions imposed pursuant to any agreement of the Equity Interests issued therebytype described in the definition of “Industry Investments” entered into in the ordinary course of business; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiil) restrictions created in connection any agreements entered into with respect to any Receivables Facility thatsale, in the good faith determination of the board of directors of Holdingstransfer, are necessary lease or advisable other Disposition permitted by Section 10.4 and applicable solely to effect assets under such Receivables Facilitysale, transfer, lease or other Disposition; and (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiil) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions Contractual Requirements in effect on the Closing Date, including Date that are described on Schedule 10.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivc) Requirement of Law or any applicable rule, regulation or order; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xf) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiig) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; (ixh) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 and either (i) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by an Authorized Officer of Section 10.1the Borrower in good faith, than the provisions contained in this Agreement or (ii) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by an Authorized Officer of the Borrower in good faith, to make scheduled payments of cash interest on the Obligations when due; (xi) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xij) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiik) restrictions created provisions contained in connection with any Receivables Facility that, in agreements which prohibit the good faith determination transfer of all or substantially all of the board assets of directors the obligor thereunder unless the transferee shall assume the obligations of Holdings, are necessary or advisable to effect the obligor under such Receivables Facilityagreement; (l) Permitted Restrictions; and (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiij) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock capital stock or with respect to any other interest or participation inin its profits owned by the Borrower or any Subsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted a Subsidiary; , (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; , except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: of (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to applicable Law; (ii) this Credit Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; other Credit Documents; (iii) purchase money the Senior Notes; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any holder of a Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale; (viii) without affecting the Credit Parties’ obligations for property acquired under Sections 7.12, 7.13 or 7.14, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or consistent with past practice and Capitalized Lease Obligations that impose similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of the nature discussed in clause business; (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (vx) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is governing Indebtedness assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereofany Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person so acquired; (xi) in the case of any Subsidiary that is not a Wholly Owned Subsidiary in respect of any matters referred to in clauses (b) and its Subsidiaries(c) above, so acquired restrictions in such person’s Organization Documents or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an any joint venture agreement that has been entered into for or stockholders agreements solely to the sale or disposition of all or substantially all extent of the Capital Stock of or assets of such Subsidiary property held in the subject joint venture or other entity; (xii) contractual encumbrances or restrictions in effect on the Closing Date under Indebtedness existing on the Closing Date and set forth on Schedule 8.03, (xiii) any restrictions on transfer of assets subject imposed by any agreement relating to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (ySection 8.03(f) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the Senior Notes as in effect on the Closing Date; (xiii) customary net worth provisions contained in real property leases entered into by the Borrower or any Subsidiary, so long as the Borrower has determined in good faith that such transfer restrictions apply solely net worth provisions would not reasonably be expected to impair the assets that are ability of the subject Borrower and its Subsidiaries to meet their ongoing obligations; (xiv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Permitted Lien); Person becoming a Subsidiary, (viiixv) restrictions in agreements representing Indebtedness permitted under Section 8.03 of a Subsidiary of the Borrower that is not a Guarantor; (xvi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; and (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiixvii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings that are otherwise permitted by the Credit Documents of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, are no more materially restrictive in any material respect with respect to such encumbrance encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement amendment or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not permit any of the its Restricted Subsidiaries that are not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeSecond Lien Credit Agreement, the Second Lien Term Loans and the related guarantees; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement Requirements of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts or agreements for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility; (xiii) any encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payments under this Agreement, in each case, as determined by the Borrower in good faith; (xiv) customary provisions in operating or other similar agreements, asset sale agreements, and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; and (xiiixv) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiixiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower). For purposes of determining compliance with this covenant (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock capital stock or with respect to any other interest or participation inin its profits owned by the Parent Borrower or any Restricted Subsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Parent Borrower or any a Restricted Subsidiary; , (b) make loans or advances to Holdings the Parent Borrower or any Restricted Subsidiary; or Subsidiary or (c) sell, lease or transfer any of its properties or assets to Holdings the Parent Borrower or any Restricted Subsidiary; , except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: of (i) contractual applicable Law; (ii) this Credit Agreement and the other Credit Documents; (iii) the Existing Senior Unsecured Debt; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (vii) any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale (provided that such encumbrances or restrictions are customary for such agreements); (viii) without affecting the Credit Parties’ obligations under Sections 7.12, 7.13 or 7.14, customary provisions in effect on the Closing Datepartnership agreements, including pursuant to this Agreement limited liability company organizational governance documents, stockholders agreements, asset sale and the related documentation stock sale agreements and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iii) purchase money obligations for property acquired other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or consistent with past practice and Capitalized Lease Obligations that impose similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of the nature discussed in clause business; (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (vx) any agreement instrument evidencing or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is governing Indebtedness assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereofany Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person so acquired; (xi) in the case of any Subsidiary that is not a Wholly Owned Subsidiary in respect of any matters referred to in clauses (b) and its Subsidiaries(c) above, so acquired such Person’s Organization Documents or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an any joint venture agreement that has been entered into for or stockholders agreements solely to the sale or disposition of all or substantially all extent of the Capital Stock of or assets of such Subsidiary property held in the subject joint venture or other entity; (xii) contracts or agreements in effect on the Amendment No. 6 Effective Date relating to Indebtedness existing on the Amendment No. 6 Effective Date and set forth on Schedule 8.03 or relating to AMG Indebtedness or AIL Indebtedness; (xiii) any restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be imposed by any agreement incurred pursuant to Sections 10.1 and 10.2 that limit the right Section 8.03(f) or pursuant to a refinancing of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but2023 Convertible Notes, with respect to any such Permitted Lien, only in each case to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the Existing Senior Unsecured Debt as in effect on the Amendment No. 6 Effective Date, as determined in good faith by the Parent Borrower; (xiv) customary net worth provisions contained in real property leases entered into by the Parent Borrower or any Subsidiary, so long as the Parent Borrower has determined in good faith that such transfer restrictions apply solely net worth provisions would not reasonably be expected to impair the assets that are ability of the subject Parent Borrower and its Subsidiaries to meet their ongoing obligations; (xv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Permitted Lien); Person becoming a Subsidiary; (viiixvi) any agreement representing Indebtedness permitted under Section 8.03 of a Subsidiary of the Parent Borrower that is not a Credit Party; (xvii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (ixxviii) the buy-sell, voting trust and other Indebtednessshareholder arrangements set forth in Schedule 6.14; (xix) any instrument evidencing or governing Indebtedness permitted pursuant to Section 8.03(z) or Section 8.03(aa), Disqualified Stock or preferred stock so long as such encumbrances and restrictions do not, when taken as a whole, materially and adversely affect ability of Restricted Subsidiaries permitted any Borrower to be incurred subsequent make interest, principal and fee payments to the Closing Date pursuant to the provisions of Section 10.1; Lenders hereunder (x) customary provisions as determined in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of by the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and Parent Borrower) and (xiiixx) any encumbrances or restrictions of refinancings that are otherwise permitted by the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Credit Documents of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, are no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendmentmaterially restrictive, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)Parent Borrower, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted its Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including Date that are described on Schedule 10.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (iib) the Unsecured Asset Sale Bridge;[Reserved]. (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of Section 10.1default thereunder) the payment of dividends in an amount sufficient, as determined by the Borrower in good faith, to make scheduled payments of cash interest on the Obligations when due; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiil) restrictions created provisions in connection with any Receivables Facility thatorganizational documents of, or agreements among the owners of the Stock of, Subsidiaries that are not wholly-owned, directly or indirectly, by the Borrower or other Credit Parties, in each case, entered into in the good faith determination ordinary course of business; (m) provisions of agreements or contracts requiring that funds be segregated and maintained in accounts for the board purpose of directors paying a Subsidiary’s plugging and abandoning liabilities or other similar contingent obligations in the ordinary course of Holdings, are necessary or advisable to effect such Receivables Facilitybusiness; and (xiiin) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiik) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeSenior Secured Credit Agreement; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower).

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors to, directly or indirectly, a Guarantor to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; orSubsidiary that is Guarantor; (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeSecond Priority Debt and the Second Priority Debt Documents; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (a), (b) or (c) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender; (iv) Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions or encumbrances on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions or encumbrances on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of business; (ix) restrictions or encumbrances imposed by other Indebtedness, Disqualified Stock or preferred stock Capital Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture (including its assets and Subsidiaries) and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility or any Securitization Facility that, in the good faith determination of the board of directors (or analogous governing body) of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility or Securitization Facility; and, as the case may be; (xiii) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (xiv) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; or (xv) any encumbrances or restrictions of the type referred to in clauses (a), (b), ) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiixiv) above; provided provided, that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements, restructurings or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no not materially more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, extension, restructuring, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower); provided, that (x) the priority of any preferred Capital Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary that is a Guarantor to other Indebtedness incurred by the Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an encumbrance or restriction.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) that is not a Guarantor to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including Date that are described on Schedule 10.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (iib) the Unsecured Asset Sale BridgeSenior Notes, the Indentures and related guarantees; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to make scheduled payments of cash interest on the Obligations when due; (xj) customary provisions in joint venture agreements (including organizational documents for a joint venture) or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiil) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiik) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: : (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; ; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: : (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; ; (ii) the Unsecured Asset Sale Bridge; (iii) purchase ii)purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; ; (iviii) Requirement Requirements of Law or any applicable rule, regulation or order; ; (viv) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; ; (viv) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition ordisposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers).#8983238089847286v115 -145-

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Effective Date, including pursuant to this Agreement the Credit Documents and the related documentation and related any Hedging Obligations; (iib) the Senior Unsecured Asset Sale BridgeNotes and the Senior Unsecured Notes Indenture; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) any applicable Requirement of Law or any applicable rule, regulation or orderLaw; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections Section 10.1 and Section 10.2 that limit as it relates to the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock Indebtedness of (i) Restricted Subsidiaries permitted to be incurred subsequent to the Closing Effective Date pursuant to Section 10.1 so long as either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Effective Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to impair the ability of the Borrower to make scheduled payments of cash interest on the Loans when due or (ii) Foreign Subsidiaries as to such Foreign Subsidiaries and their Subsidiaries; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and or property or are otherwise customary encumbrances or restrictions imposed pursuant to any agreement of the Equity Interests issued therebytype described in the definition of “Industry Investments” entered into in the ordinary course of business; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiil) restrictions created in connection any agreements entered into with respect to any Receivables Facility thatsale, in the good faith determination of the board of directors of Holdingstransfer, are necessary lease or advisable other Disposition permitted by Section 10.4 and applicable solely to effect assets under such Receivables Facilitysale, transfer, lease or other Disposition; and (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiil) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (ax) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or Stock Equivalents or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, (by) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary that is Guarantor or (cz) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, except (in each case) for such encumbrances or restrictions (xA) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (yB) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Conversion Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (cx), (y) or (z) above on the property so acquired;, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); Table of Contents (ivc) Requirement of Law Applicable Laws or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary or an Excluded Project Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or Stock Equivalents or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensLiens permitted hereunder; (viif) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions or encumbrances on transfers of assets subject to Permitted Liens permitted hereunder (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viiig) restrictions or encumbrances on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of business; (ixh) restrictions or encumbrances imposed by other Indebtedness, Disqualified Stock or preferred stock Stock or Stock Equivalents of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (xi) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture (including its assets and Subsidiaries) and the Equity Interests Stock or Stock Equivalents issued thereby; (xij) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiik) restrictions created in connection with any Permitted Receivables Facility Financing or any Qualified Securitization Financing that, in the good faith determination of the board of directors (or analogous governing body) of Holdingsthe Borrower, are necessary or advisable to effect such Permitted Receivables Financing or Qualified Securitization Financing, as the case may be; Table of Contents (l) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (m) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; (n) restrictions contemplated by the Plan or created in connection with the consummation of the Transaction, or restrictions arising from Shared Services and Tax Agreements; (o) restrictions created in connection with Non-Recourse Debt; (p) restrictions created in connection with a Permitted Synthetic Letter of Credit Facility; andor (xiiiq) any encumbrances or restrictions of the type referred to in clauses (ax), (b), y) and (cz) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, extensions, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiip) above; provided that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, extensions, replacements, restructurings or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no not materially more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, extension, restructuring, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower); provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary that is a Guarantor to other Indebtedness incurred by the Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an encumbrance or restriction.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including Date that are described on Schedule 10.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (iib) the Unsecured Asset Sale BridgeSenior Notes, the Senior Notes Documents and related guarantees; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to make scheduled payments of cash interest on the Obligations when due; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiil) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiik) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and obligations under any Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (vc) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (xd) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit Section 10.1(m) as it relates to the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiie) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixf) other Indebtedness, Disqualified Stock or preferred stock Indebtedness of Borrower and its Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Sections 10.1(a), (j), (m) and (n) and (x) so long as the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date; (xg) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and or property or are otherwise customary encumbrances or restrictions imposed pursuant to any agreement of the Equity Interests issued therebytype described in the definition of “Industry Investments” entered into in the ordinary course of business of the Energy Business; (xih) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiii) restrictions created in connection any agreements entered into with respect to any Receivables Facility thatsale, in the good faith determination of the board of directors of Holdingstransfer, are necessary lease or advisable other Disposition permitted by Section 10.4 and applicable solely to effect assets under such Receivables Facilitysale, transfer, lease or other Disposition; and (xiiij) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge[Reserved]; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement Requirements of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (x) secured Indebtedness otherwise permitted to be incurred Incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred Incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of businessbusiness and otherwise permitted by this Agreement; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility[Reserved]; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, restatement, supplement, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock capital stock or with respect to any other interest or participation inin its profits owned by the Parent Borrower or any Restricted Subsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Parent Borrower or any a Restricted Subsidiary; , (b) make loans or advances to Holdings the Parent Borrower or any Restricted Subsidiary; or Subsidiary or (c) sell, lease or transfer any of its properties or assets to Holdings the Parent Borrower or any Restricted Subsidiary; , except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: of (i) contractual applicable Law; (ii) this Credit Agreement and the other Credit Documents; (iii) the Existing Senior NotesUnsecured Debt; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (vii) any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale (provided that such encumbrances or restrictions are customary for such agreements); (viii) without affecting the Credit Parties’’ obligations under Sections 7.12, 7.13 or 7.14, customary provisions in effect on the Closing Datepartnership agreements, including pursuant to this Agreement limited liability company organizational governance documents, stockholders agreements, asset sale and the related documentation stock sale agreements and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iii) purchase money obligations for property acquired other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or consistent with past practice and Capitalized Lease Obligations that impose similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of the nature discussed in clause business; (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (vx) any agreement instrument evidencing or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is governing Indebtedness assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereofany Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person so acquired; (xi) in the case of any Subsidiary that is not a Wholly Owned Subsidiary in respect of any matters referred to in clauses (b) and its Subsidiaries(c) above, so acquired such Person’’s Organization Documents or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an any joint venture agreement that has been entered into for or stockholders agreements solely to the sale or disposition of all or substantially all extent of the Capital Stock of or assets of such Subsidiary property held in the subject joint venture or other entity; (xii) contracts or agreements in effect on the Amendment No. 23 Effective Date relating to Indebtedness existing on the Amendment No. 23 Effective Date and set forth on Schedule 8.03 or relating to AMG Indebtedness or AIL Indebtedness; (xiii) any restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be imposed by any agreement incurred pursuant to Sections 10.1 and 10.2 that limit the right Section 8.03(f) or pursuant to a refinancing of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (butExisting Convertible Notes, with respect to any such Permitted Lien, only in each case to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the 2020Existing Senior NotesUnsecured Debt as in effect on the Amendment No. 23 Effective Date, as determined in good faith by the Parent Borrower; (xiv) customary net worth provisions contained in real property leases entered into by the Parent Borrower or any Subsidiary, so long as the Parent Borrower has determined in good faith that such transfer restrictions apply solely net worth provisions would not reasonably be expected to impair the assets that are ability of the subject Parent Borrower and its Subsidiaries to meet their ongoing obligations; (xv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Permitted Lien); Person becoming a Subsidiary; (viiixvi) any agreement representing Indebtedness permitted under Section 8.03 of a Subsidiary of the Parent Borrower that is not a Credit Party; (xvii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (ixxviii) the buy-sell, voting trust and other Indebtednessshareholder arrangements set forth in Schedule 6.14; and (xix) any instrument evidencing or governing Indebtedness permitted pursuant to Section 8.03(z) or Section 8.03(aa), Disqualified Stock or preferred stock so long as such encumbrances and restrictions do not, when taken as a whole, materially and adversely affect ability of Restricted Subsidiaries permitted any Borrower to be incurred subsequent make interest, principal and fee payments to the Closing Date pursuant to the provisions of Section 10.1; Lenders hereunder (x) customary provisions as determined in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of by the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and Parent Borrower) and (xiiixx) any encumbrances or restrictions of refinancings that are otherwise permitted by the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Credit Documents of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, are no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendmentmaterially restrictive, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)Parent Borrower, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the First Lien Closing Date, including pursuant to this Agreement the Credit Documents and any Hedging Obligations in effect on the related documentation and related Hedging ObligationsFirst Lien Closing Date; (iib) the Unsecured Asset Sale Bridge[Reserved]; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and obligations under any Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order[Reserved]; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens[Reserved]; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 Section 10.1(p) and 10.2 that limit (q) as it relates to the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1[Reserved]; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and or property or are otherwise customary encumbrances or restrictions imposed pursuant to any agreement of the Equity Interests issued therebytype described in the definition of “Industry Investments” entered into in the ordinary course of business; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiil) restrictions created in connection any agreements entered into with respect to any Receivables Facility thatsale, in the good faith determination of the board of directors of Holdingstransfer, are necessary lease or advisable other Disposition permitted by Section 10.4 and applicable solely to effect assets under such Receivables Facilitysale, transfer, lease or other Disposition; and (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiil) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted its Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iviii) Requirement of any Applicable Law or any applicable rule, regulation or order; (viv) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (viv) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viiivi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixvii) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (xviii) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyventure; (xiix) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiix) any encumbrances or restrictions of the type referred to in clauses (a), (b), ) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiiix) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directorsdirectors (or other applicable governing body), no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective (A) any agreement or other arrangement that prohibits, restricts or imposes any condition upon its ability to create or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, to secure the Obligations or (B) in the case of Restricted Subsidiaries that are not Guarantors, any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) solely in the case of clause (B) above, which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge[reserved]; (iii) (x) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquiredacquired and (y) other secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1(x) that contain restrictions applying only to the property securing such Indebtedness; (iv) Requirement Requirements of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) solely in the case of clause (B) above, contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) solely in the case of clause (B) above, (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix1) solely in the case of clause (B) above, other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.110.1 and (2) solely in the cause of clause (A) above, other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries that are not, and are not required to be, Guarantors hereunder permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1 that imposes such restrictions solely on such Restricted Subsidiaries; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) solely in the case of clause (B) above, do not materially impair the Borrowers’ Borrower’s ability to pay their its respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower).

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted its Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including Petition Date that are described on Schedule 11.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (iib) the Unsecured Asset Sale Bridge[reserved]; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose to the extent such restrictions of the nature discussed in clause (c) above are limited to restrictions on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted SubsidiaryGuarantor, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at on the time of such transaction Petition Date (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens[reserved]; (viig) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)[reserved]; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1[reserved]; (xj) to the extent in existence on the Petition Date, customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby;or property; and (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers).

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly 131- Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock capital stock or with respect to any other interest or participation inin its profits owned by the Parent Borrower or any Restricted Subsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Parent Borrower or any a Restricted Subsidiary; , (b) make loans or advances to Holdings the Parent Borrower or any Restricted Subsidiary; or Subsidiary or (c) sell, lease or transfer any of its properties or assets to Holdings the Parent Borrower or any Restricted Subsidiary; , except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: of (i) contractual applicable Law; (ii) this Credit Agreement and the other Credit Documents; (iii) the Existing Senior Unsecured Debt; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (vii) any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale (provided that such encumbrances or restrictions are customary for such agreements); (viii) without affecting the Credit Parties’ obligations under Sections 7.12, 7.13 or 7.14, customary provisions in effect on the Closing Datepartnership agreements, including pursuant to this Agreement limited liability company organizational governance documents, stockholders agreements, asset sale and the related documentation stock sale agreements and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iii) purchase money obligations for property acquired other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or consistent with past practice and Capitalized Lease Obligations that impose similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of the nature discussed in clause business; (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (vx) any agreement instrument evidencing or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is governing Indebtedness assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereofany Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person so acquired; (xi) in the case of any Subsidiary that is not a Wholly Owned Subsidiary in respect of any matters referred to in clauses (b) and its Subsidiaries(c) above, so acquired such Person’s Organization Documents or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an any joint venture agreement that has been entered into for or stockholders agreements solely to the sale or disposition of all or substantially all extent of the Capital Stock of or assets of such Subsidiary property held in the subject joint venture or other entity; (xii) contracts or agreements in effect on the Amendment No. 6 Effective Date relating to Indebtedness existing on the Amendment No. 6 Effective Date and set forth on Schedule 8.03 or relating to AMG Indebtedness or AIL Indebtedness; (xiii) any restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be imposed by any agreement incurred pursuant to Sections 10.1 and 10.2 that limit the right Section 8.03(f) or pursuant to a refinancing of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but2023 Convertible Notes, with respect to any such Permitted Lien, only in each case to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the Existing Senior Unsecured Debt as in effect on the Amendment No. 6 Effective Date, as determined in good faith by the Parent Borrower; (xiv) customary net worth provisions contained in real property leases entered into by the Parent Borrower or any Subsidiary, so long as the Parent Borrower has determined in good faith that such transfer restrictions apply solely net worth provisions would not reasonably be expected to impair the assets that are ability of the subject Parent Borrower and its Subsidiaries to meet their ongoing obligations; (xv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Permitted Lien); Person becoming a Subsidiary; (viiixvi) any agreement representing Indebtedness permitted under Section 8.03 of a Subsidiary of the Parent Borrower that is not a Credit Party; (xvii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (ixxviii) the buy-sell, voting trust and other Indebtednessshareholder arrangements set forth in Schedule 6.14; (xix) any instrument evidencing or governing Indebtedness permitted pursuant to Section 8.03(z) or Section 8.03(aa), Disqualified Stock or preferred stock so long as such encumbrances and restrictions do not, when taken as a whole, materially and adversely affect ability of Restricted Subsidiaries permitted any Borrower to be incurred subsequent make interest, principal and fee payments to the Closing Date pursuant to the provisions of Section 10.1; Lenders hereunder (x) customary provisions as determined in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of by the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and Parent Borrower) and (xiiixx) any encumbrances or restrictions of refinancings that are otherwise permitted by the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Credit Documents of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, are no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendmentmaterially restrictive, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)Parent Borrower, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement the Credit Documents and any Hedging Obligations in effect on the related documentation and related Hedging ObligationsClosing Date; (iib) the Unsecured Asset Sale Bridge[reserved]; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and obligations under any Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order[reserved]; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens[reserved]; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 Section 10.1(p) and 10.2 that limit (q) as it relates to the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock Indebtedness of Borrower and its Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Sections 10.1(k), (l), (p) and (q) so long as either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to impair the ability of the Borrower to make scheduled payments of cash interest on the Loans when due; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and or property or are otherwise customary encumbrances or restrictions imposed pursuant to any agreement of the Equity Interests issued therebytype described in the definition of “Industry Investments” entered into in the ordinary course of business; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiil) restrictions created in connection any agreements entered into with respect to any Receivables Facility thatsale, in the good faith determination of the board of directors of Holdingstransfer, are necessary lease or advisable other Disposition permitted by Section 10.4 and applicable solely to effect assets under such Receivables Facilitysale, transfer, lease or other Disposition; and (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiil) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; orSubsidiary that is Guarantor; (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Fourth Amendment Effective Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeABL Credit Documents and the ABL Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (a), (b) or (c) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (iv) Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock Capital Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Fourth Amendment Effective Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility or any Securitization Facility that, in the good faith determination of the board of directors (or analogous governing body) of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility or Securitization Facility; and, as the case may be; (xiii) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (xiv) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; or (xv) any encumbrances or restrictions of the type referred to in clauses (a), (b), ) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiixiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower); provided that (x) the priority of any preferred Capital Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary that is a Guarantor to other Indebtedness incurred by the Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an encumbrance or restriction.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (ax) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or Stock Equivalents or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, (by) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary that is Guarantor or (cz) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, except (in each case) for such encumbrances or restrictions (xA) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (yB) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Conversion Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (cx), (y) or (z) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (ivc) Requirement of Law Applicable Laws or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary or an Excluded Project Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or Stock Equivalents or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensLiens permitted hereunder; (viif) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions or encumbrances on transfers of assets subject to Permitted Liens permitted hereunder (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viiig) restrictions or encumbrances on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of business; (ixh) restrictions or encumbrances imposed by other Indebtedness, Disqualified Stock or preferred stock Stock or Stock Equivalents of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (xi) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture (including its assets and Subsidiaries) and the Equity Interests Stock or Stock Equivalents issued thereby, including the limited liability company agreement of Vistra Vision; (xij) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiik) restrictions created in connection with any Permitted Receivables Facility Financing or any Qualified Securitization Financing that, in the good faith determination of the board of directors (or analogous governing body) of Holdingsthe Borrower, are necessary or advisable to effect such Permitted Receivables Facility; andFinancing or Qualified Securitization Financing, as the case may be; (xiiil) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (m) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; (n) restrictions contemplated by the Plan or created in connection with the consummation of the Transaction, or restrictions arising from Shared Services and Tax Agreements; (o) restrictions created in connection with Non-Recourse Debt; (p) restrictions created in connection with Indebtedness incurred pursuant to Section 10.1(kk); or (q) any encumbrances or restrictions of the type referred to in clauses (ax), (b), y) and (cz) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, extensions, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiip) above; provided that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, extensions, replacements, restructurings or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no not materially more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, extension, restructuring, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower); provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary that is a Guarantor to other Indebtedness incurred by the Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an encumbrance or restriction.

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock capital stock or with respect to any other interest or participation inin its profits owned by the Borrower or any Subsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; , (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; , except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to applicable Law; (ii) this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; other Credit Documents; (iii) purchase money obligations for property acquired in any agreement representing the ordinary course of business or consistent with past practice 2025 Senior Secured Notes and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; any refinancing thereof; (iv) Requirement customary provisions restricting subletting or assignment of Law or any applicable rule, regulation or order; lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary; (vi) any Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (vii) any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale; (viii) without affecting the Credit Parties’ obligations under Section 7.12, 7.13 or 7.14, customary provisions in partnership agreements, limited liability company organizational governance documents, stockholders agreements, asset sale and stock sale agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords; (x) any instrument of a Person acquired by evidencing or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is governing Indebtedness assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereofany Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person and its Subsidiariesso acquired; (xi) in the case of any Subsidiary that is not a Wholly Owned Subsidiary, so acquired such Person’s Organization Documents or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an any joint venture agreement that has been entered into for or stockholders agreements solely to the sale or disposition of all or substantially all extent of the Capital Stock of or assets property held in the subject joint venture or other entity; (xii) contracts or agreements in effect on the Closing Date relating to Indebtedness existing on the Closing Date and, if in an aggregate principal amount in excess of such Subsidiary and $5.0 million, set forth on Schedule 8.03; (xiii) any restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be imposed by any agreement incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor Section 8.03(f) or pursuant to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (buta refinancing thereof, with respect to any such Permitted Lien, only in each case to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the 2025 Senior Secured Notes as in effect on the Closing Date, as determined in good faith by the Borrower; (xiv) customary net worth provisions contained in real property leases entered into by the Borrower or any Subsidiary, so long as the Borrower has determined in good faith that such transfer restrictions apply solely net worth provisions would not reasonably be expected to impair the assets that are ability of the subject Borrower and its Subsidiaries to meet their ongoing obligations; (xv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Permitted Lien); Person becoming a Subsidiary; (viiixvi) any agreement representing Indebtedness permitted under Section 8.03 of a Subsidiary of the Borrower that is not a Credit Party; (xvii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (ixxviii) other Indebtednessany instrument evidencing or governing Indebtedness permitted pursuant to Section 8.03(y), Disqualified Stock or preferred stock so long as such encumbrances and restrictions do not, when taken as a whole, materially and adversely affect ability of Restricted Subsidiaries permitted the Borrower to be incurred subsequent make interest, principal and fee payments to the Closing Date pursuant to the provisions of Section 10.1; Lenders hereunder (x) customary provisions as determined in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of by the board of directors of Holdings, are necessary or advisable to effect such Receivables FacilityBorrower); and (xiiixix) any encumbrances or restrictions of refinancings that are otherwise permitted by the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Credit Documents of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, are no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendmentmaterially restrictive, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)Borrower, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; and (xx) any buy-sell, voting trust and other shareholder arrangements.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (ax) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or Stock Equivalents or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, (by) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary that is Guarantor or (cz) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, except (in each case) for such encumbrances or restrictions (xA) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (yB) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Conversion Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (cx), (y) or (z) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (ivc) Requirement of Law Applicable Laws or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary or an Excluded Project Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or Stock Equivalents or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensLiens permitted hereunder; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers).

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock capital stock or with respect to any other interest or participation inin its profits owned by the Parent Borrower or any Restricted Subsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Parent Borrower or any a Restricted Subsidiary; , (b) make loans or advances to Holdings the Parent Borrower or any Restricted Subsidiary; or Subsidiary or (c) sell, lease or transfer any of its properties or assets to Holdings the Parent Borrower or any Restricted Subsidiary; , except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: of (i) contractual applicable Law; (ii) this Credit Agreement and the other Credit Documents; (iii) the Existing Senior Unsecured Debt; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (vii) any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale (provided that such encumbrances or restrictions are customary for such agreements); (viii) without affecting the Credit Parties’ obligations under Sections 7.12, 7.13 or 7.14, customary provisions in effect on the Closing Datepartnership agreements, including pursuant to this Agreement limited liability company organizational governance documents, stockholders agreements, asset sale and the related documentation stock sale agreements and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iii) purchase money obligations for property acquired other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or consistent with past practice and Capitalized Lease Obligations that impose similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of the nature discussed in clause business; (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (vx) any agreement instrument evidencing or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is governing Indebtedness assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereofany Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person so acquired; (xi) in the case of any Subsidiary that is not a Wholly Owned Subsidiary in respect of any matters referred to in clauses (b) and its Subsidiaries(c) above, so acquired such Person’s Organization Documents or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an any joint venture agreement that has been entered into for or stockholders agreements solely to the sale or disposition of all or substantially all extent of the Capital Stock of or assets of such Subsidiary property held in the subject joint venture or other entity; (xii) contracts or agreements in effect on the Amendment No. 36 Effective Date relating to Indebtedness existing on the Amendment No. 36 Effective Date and set forth on Schedule 8.03 or relating to AMG Indebtedness or AIL Indebtedness; (xiii) any restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be imposed by any agreement incurred pursuant to Sections 10.1 and 10.2 that limit the right Section 8.03(f) or pursuant to a refinancing of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (butExisting2023 Convertible Notes, with respect to any such Permitted Lien, only in each case to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the Existing Senior Unsecured Debt as in effect on the Amendment No. 36 Effective Date, as determined in good faith by the Parent Borrower; (xiv) customary net worth provisions contained in real property leases entered into by the Parent Borrower or any Subsidiary, so long as the Parent Borrower has determined in good faith that such transfer restrictions apply solely net worth provisions would not reasonably be expected to impair the assets that are ability of the subject Parent Borrower and its Subsidiaries to meet their ongoing obligations; (xv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Permitted Lien); Person becoming a Subsidiary; (viiixvi) any agreement representing Indebtedness permitted under Section 8.03 of a Subsidiary of the Parent Borrower that is not a Credit Party; (xvii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (ixxviii) the buy-sell, voting trust and other Indebtednessshareholder arrangements set forth in Schedule 6.14; (xix) any instrument evidencing or governing Indebtedness permitted pursuant to Section 8.03(z) or Section 8.03(aa), Disqualified Stock or preferred stock so long as such encumbrances and restrictions do not, when taken as a whole, materially and adversely affect ability of Restricted Subsidiaries permitted any Borrower to be incurred subsequent make interest, principal and fee payments to the Closing Date pursuant to the provisions of Section 10.1; Lenders hereunder (x) customary provisions as determined in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of by the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and Parent Borrower) and (xiiixx) any encumbrances or restrictions of refinancings that are otherwise permitted by the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Credit Documents of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, are no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendmentmaterially restrictive, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)Parent Borrower, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective (a) any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) to (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation inin its profits owned by the Borrower or any Subsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted a Subsidiary; , (bii) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary or guarantee the Indebtedness of the Borrower or (ciii) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; , (b) any encumbrance or restriction on the ability of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person, or (c) any Contractual Obligation that requires the grant of a Lien to secure an obligation of the Borrower or any Subsidiary if a Lien is granted to secure another obligation of such Person, except (in each case) for such encumbrances or and restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: of (i1) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to applicable Law; (2) this Credit Agreement and the related documentation other Credit Documents; (3) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (4) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (5) any holder of a Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (6) customary restrictions and related Hedging Obligations; conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale; (ii7) without affecting the Unsecured Asset Sale Bridge; (iii) purchase money Credit Parties’ obligations for property acquired under Sections 7.12 or 7.13, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or consistent with past practice and Capitalized Lease Obligations that impose similar person; (8) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of the nature discussed in clause business; (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (v9) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is governing Indebtedness assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereofany Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person so acquired; (10) in the case of any Subsidiary that is not a Wholly Owned Subsidiary in respect of any matters referred to in clauses (a)(ii) and its Subsidiaries(a)(iii) above, so acquired restrictions in such person’s Organization Documents or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an any joint venture agreement that has been entered into for or stockholders agreements solely to the sale or disposition of all or substantially all extent of the Capital Stock of or assets property held in the subject joint venture or other entity; (11) contractual encumbrances or restrictions in effect on the Closing Date under Indebtedness existing on the Closing Date and set forth on Schedule 8.03, (12) customary net worth provisions contained in real property leases entered into by the Borrower or any Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations; (13) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (14) restrictions in agreements representing Indebtedness permitted under Section 8.03 of a Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and Borrower that is not a Guarantor; (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; and (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii16) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings that are otherwise permitted by the Credit Documents of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, are no more materially restrictive in any material respect with respect to such encumbrance encumbrances and other restrictions taken as a whole than those prior to such amendmentamendment or refinancing; provided that, modificationnotwithstanding anything to the contrary in this Section, restatementneither the Borrower nor any of its Subsidiaries shall at any time (including during a Collateral Release Period) create, renewalincur, increaseassume, supplementor permit or suffer to exist any restriction on the granting of Liens in favor of the Administrative Agent on assets of the type that are, refundingor would (upon a Collateral Trigger Event or otherwise) constitute, replacement or refinancing or (y) do not materially impair the Borrowers’ ability Collateral under any Collateral Document in effect immediately prior to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)any Collateral Release Event.

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock capital stock or with respect to any other interest or participation inin its profits owned by the Parent Borrower or any Subsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Parent Borrower or any Restricted a Subsidiary; , (b) make loans or advances to Holdings the Parent Borrower or any Restricted Subsidiary; or Subsidiary or (c) sell, lease or transfer any of its properties or assets to Holdings the Parent Borrower or any Restricted Subsidiary; , except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: of (i) contractual applicable Law; (ii) this Credit Agreement and the other Credit Documents; (iii) the Existing Senior Notes; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (vii) any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale (provided that such encumbrances or restrictions are customary for such agreements); (viii) without affecting the Credit Parties’ obligations under Sections 7.12, 7.13 or 7.14, customary provisions in effect on the Closing Datepartnership agreements, including pursuant to this Agreement limited liability company organizational governance documents, stockholders agreements, asset sale and the related documentation stock sale agreements and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iii) purchase money obligations for property acquired other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or consistent with past practice and Capitalized Lease Obligations that impose similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of the nature discussed in clause business; (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (vx) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is governing Indebtedness assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereofany Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person so acquired; (xi) in the case of any Subsidiary that is not a Wholly Owned Subsidiary in respect of any matters referred to in clauses (b) and its Subsidiaries(c) above, so acquired such Person’s Organization Documents or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an any joint venture agreement that has been entered into for or stockholders agreements solely to the sale or disposition of all or substantially all extent of the Capital Stock of or assets of such Subsidiary property held in the subject joint venture or other entity; (xii) contracts or agreements in effect on the ClosingAmendment No. 2 Effective Date relating to Indebtedness existing on the ClosingAmendment No. 2 Effective Date and set forth on Schedule 8.03 or relating to AMG Indebtedness or AIL Indebtedness; (xiii) any restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be imposed by any agreement incurred pursuant to Sections 10.1 and 10.2 that limit the right Section 8.03(f) or pursuant to a refinancing of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (butExisting Convertible Notes, with respect to any such Permitted Lien, only in each case to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the New2020 Senior Notes as in effect on the ClosingAmendment No. 2 Effective Date; (xiv) customary net worth provisions contained in real property leases entered into by the Parent Borrower or any Subsidiary, so long as the Parent Borrower has determined in good faith that such transfer restrictions apply solely net worth provisions would not reasonably be expected to impair the assets that are ability of the subject Parent Borrower and its Subsidiaries to meet their ongoing obligations; (xv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Permitted Lien); Person becoming a Subsidiary; (viiixvi) any agreement representing Indebtedness permitted under Section 8.03 of a Subsidiary of the Parent Borrower that is not a Credit Party; (xvii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (ixxviii) other Indebtednessthe buy-sell, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements voting trust and other similar agreements or shareholder arrangements relating solely to such joint venture set forth in Schedule 6.14; and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiixix) any encumbrances or restrictions of refinancings that are otherwise permitted by the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Credit Documents of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, are no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendmentmaterially restrictive, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)Parent Borrower, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrowers will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors to, directly or indirectly, a Guarantor to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings any Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings any Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; (b) make loans or advances to Holdings any Borrower or any Restricted Subsidiary; orSubsidiary that is Guarantor; (c) sell, lease or transfer any of its properties or assets to Holdings any Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower Representative has reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions (i) in effect on the Closing Date, including Date and (ii) pursuant to this Agreement Agreement, any other Credit Document and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeSenior Obligations and the Senior Debt Documents; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (a), (b) or (c) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender; (iv) Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrowers or any of their Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings any Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings a Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers).

Limitation on Subsidiary Distributions. Holdings will not, and will not permit any of the its Restricted Subsidiaries that are not Borrowers or Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge[reserved]; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in this clause (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the any Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), ) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any -168- Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeSecond Lien Credit Documents and the Second Lien Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement Requirements of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers).

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (ax) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or Stock Equivalents or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, (by) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary that is Guarantor or (cz) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: : (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement Agreement, documentation in respect of Cash Management Agreements, Existing Hedging Obligations and contractual encumbrances or restrictions in respect of the related documentation and related Hedging Obligations; DIP Term Loan Credit Agreement; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (cx), (y) or (z) above on the property so acquired; , any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (ivor assets affixed or appurtenant thereto and additions and accessions) Requirement of Law provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (c) Applicable Laws or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings , or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets request of any Person, other than Governmental Authority having regulatory authority over the Person and Borrower or any of its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; ; (vid) [reserved]; 152 (e) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition Disposition of all or substantially all of the Capital Stock or Stock Equivalents or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; Liens permitted hereunder; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lienf); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers).

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including Date that are described on Schedule 10.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivc) Requirement of Law or any applicable rule, regulation or order; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xf) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiig) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; (ixh) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 and either (i) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by an Authorized Officer of Section 10.1the Borrower in good faith, than the provisions contained in this Agreement or (ii) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by an Authorized Officer of the Borrower in good faith, to make scheduled payments of cash interest on the Obligations when due; (xi) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xij) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiik) restrictions created provisions contained in connection with any Receivables Facility that, in agreements which prohibit the good faith determination transfer of all or substantially all of the board assets of directors the obligor thereunder unless the transferee shall assume the obligations of Holdings, are necessary or advisable to effect the obligor under such Receivables Facilityagreement; (l) Permitted Restrictions; and (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiij) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock capital stock or with respect to any other interest or participation inin its profits owned by the Borrower or any Subsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted a Subsidiary; , (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; , except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: of (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to applicable Law; (ii) this Credit Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; other Credit Documents; (iii) purchase money the Senior Notes; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any holder of a Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale; (viii) without affecting the Credit Parties’ obligations for property acquired under Sections 7.12, 7.13 or 7.14, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or consistent with past practice and Capitalized Lease Obligations that impose similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of the nature discussed in clause business; (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (vx) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is governing Indebtedness assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereofany Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person so acquired; (xi) in the case of any Subsidiary that is not a Wholly Owned Subsidiary in respect of any matters referred to in clauses (b) and its Subsidiaries(c) above, so acquired restrictions in such person’s Organization Documents or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an any joint venture agreement that has been entered into for or stockholders agreements solely to the sale or disposition of all or substantially all extent of the Capital Stock of or assets of such Subsidiary property held in the subject joint venture or other entity; (xii) contractual encumbrances or restrictions in effect on the Closing Date under Indebtedness existing on the Closing Date and set forth on Schedule 8.03, (xiii) any restrictions on transfer of assets subject imposed by any agreement relating to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (ySection 8.03(f) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the Senior Notes as in effect on the Closing Date; (xiii) customary net worth provisions contained in real property leases entered into by the Borrower or any Subsidiary, so long as the Borrower has determined in good faith that such transfer restrictions apply solely net worth provisions would not reasonably be expected to impair the assets that are ability of the subject Borrower and its Subsidiaries to meet their ongoing obligations; (xiv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Permitted Lien); Person becoming a Subsidiary, (viiixv) restrictions in agreements representing Indebtedness permitted under Section 8.03 of a Subsidiary of the Borrower that is not a Subsidiary Guarantor; (xvi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; and (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiixvii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings that are otherwise permitted by the Credit Documents of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, are no more materially restrictive in any material respect with respect to such encumbrance encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement amendment or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors to, directly or indirectly, a Guarantor to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; orSubsidiary that is Guarantor; (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeSenior Obligations and the Senior Debt Documents; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (a), (b) or (c) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender; (iv) Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions or encumbrances on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions or encumbrances on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of business; (ix) restrictions or encumbrances imposed by other Indebtedness, Disqualified Stock or preferred stock Capital Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture (including its assets and Subsidiaries) and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility or any Securitization Facility that, in the good faith determination of the board of directors (or analogous governing body) of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility or Securitization Facility; and, as the case may be; (xiii) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (xiv) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; or (xv) any encumbrances or restrictions of the type referred to in clauses (a), (b), ) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiixiv) above; provided provided, that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements, restructurings or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no not materially more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, extension, restructuring, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower); provided, that (x) the priority of any preferred Capital Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary that is a Guarantor to other Indebtedness incurred by the Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an encumbrance or restriction.

Limitation on Subsidiary Distributions. Holdings CGI Borrower will: (a) not, and will not permit any of the Restricted Subsidiaries that are not Borrowers or Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) to (i) pay dividends or make any other distributions to Holdings CGI Borrower or any Restricted Subsidiary that is a Guarantor or Borrower on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings CGI Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor or Borrower; (biii) make loans or advances to Holdings CGI Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor or Borrower; or or (civ) sell, lease or transfer any of its properties or assets to Holdings CGI Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor or Borrower; or (b) not, and will not permit any other Credit Party to, enter into any agreement prohibiting the creation of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations; except (in each casecase under the foregoing clauses (a) and (b)) for such encumbrances or restrictions (x) which the Borrowers have CGI Borrower has reasonably determined in good faith will not materially impair the Borrowers’ ' ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridgeany Term Loan Credit Documents and any Permitted Term Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (ca) or (b) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (iv) Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over CGI Borrower or any of its Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings CGI Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings CGI Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 11.1 and 10.2 11.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of businessbusiness or consistent with past practice; (ix) solely with respect to clause (a) above, other Indebtedness, Disqualified Stock or preferred stock Capital Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.111.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business, or consistent with past practice; (xii) customary restrictions created in connection with any Receivables Facility thaton leases, in subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; andassets subject thereto; (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; or (xiv) any encumbrances or restrictions of the type referred to in clauses (a), ) and (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiixiv) above (other than, in the case of clause (b) above, clause (ix)); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsCGI Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the CGI Borrowers’ ' ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower Representative).

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; orSubsidiary that is Guarantor; (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted SubsidiarySubsidiary that is a Guarantor; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing ClosingFourth Amendment Effective Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeABL Credit Documents and the ABL Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (a), (b) or (c) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (iv) Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock Capital Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing ClosingFourth Amendment Effective Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility or any Securitization Facility that, in the good faith determination of the board of directors (or analogous governing body) of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility or Securitization Facility; and, as the case may be; (xiii) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (xiv) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; or (xv) any encumbrances or restrictions of the type referred to in clauses (a), (b), ) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiixiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower); provided that (x) the priority of any preferred Capital Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary that is a Guarantor to other Indebtedness incurred by the Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an encumbrance or restriction.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make [CREDIT AGREEMENT] any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including Date that are described on Schedule 10.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivc) Requirement of Law or any applicable rule, regulation or order; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xf) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiig) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; (ixh) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 and either (i) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by an Authorized Officer of Section 10.1the Borrower in good faith, than the provisions contained in this Agreement or (ii) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by an Authorized Officer of the Borrower in good faith, to make scheduled payments of cash interest on the Obligations when due; (xi) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby;or property; [CREDIT AGREEMENT] (xij) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiik) restrictions created provisions contained in connection with any Receivables Facility that, in agreements which prohibit the good faith determination transfer of all or substantially all of the board assets of directors the obligor thereunder unless the transferee shall assume the obligations of Holdings, are necessary or advisable to effect the obligor under such Receivables Facilityagreement; (l) Permitted Restrictions; and (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiij) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement the Credit Documents and any Hedging Obligations in effect on the related documentation and related Hedging ObligationsClosing Date; (iib) the Unsecured Asset Sale Bridge2020 Second Lien Facility and the Third Lien Facility and, in each case, related guarantees and any related collateral documents; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and obligations under any Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order[Reserved]; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens[Reserved]; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 Section 10.1(p) and 10.2 that limit (q) as it relates to the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock Indebtedness of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1(k) so long as either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to impair the ability of the Borrower to make scheduled payments of cash interest on the Loans when due; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and or property or are otherwise customary encumbrances or restrictions imposed pursuant to any agreement of the Equity Interests issued therebytype described in the definition of “Industry Investments” entered into in the ordinary course of business; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiil) restrictions created in connection any agreements entered into with respect to any Receivables Facility thatsale, in the good faith determination of the board of directors of Holdingstransfer, are necessary lease or advisable other Disposition permitted by Section 10.4 and applicable solely to effect assets under such Receivables Facilitysale, transfer, lease or other Disposition; and (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiil) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed -160- 727670773 12335469 property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: : (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement the Credit Documents and any Hedging Obligations; (b) the related documentation Senior Unsecured Notes Indenture, the Senior Unsecured Notes and related Hedging Obligations; guarantees, the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Term Loan Facility and related guarantees and any related collateral documents; (ii) the Unsecured Asset Sale Bridge; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; ; (ivd) any applicable Requirement of Law or any applicable rule, regulation or order; Law; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; ; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; Subsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections Section 10.1 and Section 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and Indebtedness; (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (ixi) other Indebtedness, Disqualified Stock or preferred stock of (i) Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 so long as either (A) the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions encumbrance or restriction contained in leasessuch Indebtedness are no less favorable to the Borrower, sub-leasestaken as a whole, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of as determined by the board of directors of Holdingsthe Borrower in good faith, are necessary than the provisions contained in this Agreement as in effect on the Closing Date or advisable to effect such Receivables Facility; and (xiiiB) any encumbrances such encumbrance or restrictions restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the type referred Borrower in good faith, to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings impair the ability of the contracts, instruments or obligations referred Borrower to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in make scheduled payments of cash interest on the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers).Loans -161- 727670773 12335469

Limitation on Subsidiary Distributions. Holdings and the Borrower will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Senior Unsecured Asset Sale BridgeNotes Indenture, the Senior Unsecured Notes, any Senior Secured Notes Indenture and the Senior Secured Notes; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdingsthe Borrower’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Borrower’s ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersBorrower).

Limitation on Subsidiary Distributions. Holdings will not, and will not permit any of the its Restricted Subsidiaries that are is not Guarantors a Borrower or a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge[reserved]; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyventure; (xix) customary provisions contained in leases, sub-leases, licenses, sub-sub- licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiixi) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility[Reserved]; and (xiiixii) any encumbrances or restrictions of the type referred to in clauses (a), (b), ) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including Date that are described on Schedule 10.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (iib) the Unsecured Asset Sale BridgeSenior Subordinated Notes, the Senior Subordinated Notes Documents and related guarantees; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of Section 10.1default thereunder) the payment of dividends in an amount sufficient, as determined by the Borrower in good faith, to make scheduled payments of cash interest on the Obligations when due; (xj) (i) customary provisions provisions, including encumbrances or restrictions, imposed in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture or property and (ii) other customary encumbrances or restrictions pursuant to any agreement of the Equity Interests issued therebytype described in the definition of “Industry Investments” relating solely to such “Industry Investment” or the property relating thereto, in the case of clause (ii) above, entered into in the ordinary course of business; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiil) restrictions created customary provisions contained in connection agreements entered into with respect to any Receivables Facility thatsale, in transfer, lease or other Disposition permitted by Section 10.4 and applicable solely to assets which are the good faith determination subject of the board of directors of Holdingssuch sale, are necessary transfer, lease or advisable to effect such Receivables Facilityother Disposition; andor (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiil) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no more restrictive in any material respect with respect to such encumbrance encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted its Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including Effective Date that are described on Schedule 11.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (iib) the Unsecured Asset Sale BridgeSenior Notes, the Senior Notes Documents and related guarantees; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) Requirement of Law or any applicable rule, regulation or order; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 11.1 and 10.2 11.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Funding Date pursuant to Section 11.1 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Funding Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to make scheduled payments of cash interest on the First Out Obligations when due; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiil) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiik) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (ax) (i) pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or Stock Equivalents or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, (by) make loans or advances to Holdings the Borrower or any Restricted Subsidiary; or Subsidiary that is Guarantor or (cz) sell, lease or transfer any of its properties or assets to Holdings the Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, except (in each case) for such encumbrances or restrictions (xA) which the Borrowers have Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Borrower’s ability to make payments under this Agreement when due or (yB) existing under or by reason of: : (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; ; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (cx), (y) or (z) above on the property so acquired; , any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (ivor assets affixed or appurtenant thereto and additions and accessions) Requirement of Law provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (c) Applicable Laws or any applicable rule, regulation or order; , or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary or an Excluded Project Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers).such

Limitation on Subsidiary Distributions. Holdings will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock capital stock or with respect to any other interest or participation inin its profits owned by the Parent Borrower or any Restricted Subsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Parent Borrower or any a Restricted Subsidiary; , (b) make loans or advances to Holdings the Parent Borrower or any Restricted Subsidiary; or Subsidiary or (c) sell, lease or transfer any of its properties or assets to Holdings the Parent Borrower or any Restricted Subsidiary; , except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: of (i) contractual applicable Law; (ii) this Credit Agreement and the other Credit Documents; (iii) the Existing Senior Unsecured Debt; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any Lien permitted by Section 8.01 restricting the transfer of the property subject thereto; (vii) any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale (provided that such encumbrances or restrictions are customary for such agreements); (viii) without affecting the Credit Parties’ obligations under Sections 7.12, 7.13 or 7.14, customary provisions in effect on the Closing Datepartnership agreements, including pursuant to this Agreement limited liability company organizational governance documents, stockholders agreements, asset sale and the related documentation stock sale agreements and related Hedging Obligations; (ii) the Unsecured Asset Sale Bridge; (iii) purchase money obligations for property acquired other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or consistent with past practice and Capitalized Lease Obligations that impose similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of the nature discussed in clause business; (c) above on the property so acquired; (iv) Requirement of Law or any applicable rule, regulation or order; (vx) any agreement instrument evidencing or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is governing Indebtedness assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereofany Permitted Acquisition pursuant to Section 8.03(h), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person so acquired; (xi) in the case of any Subsidiary that is not a Wholly Owned Subsidiary in respect of any matters referred to in clauses (b) and its Subsidiaries(c) above, so acquired such Person’s Organization Documents or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an any joint venture agreement that has been entered into for or stockholders agreements solely to the sale or disposition of all or substantially all extent of the Capital Stock of or assets of such Subsidiary property held in the subject joint venture or other entity; (xii) contracts or agreements in effect on the Amendment No. 3 Effective Date relating to Indebtedness existing on the Amendment No. 3 Effective Date and set forth on Schedule 8.03 or relating to AMG Indebtedness or AIL Indebtedness; (xiii) any restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be imposed by any agreement incurred pursuant to Sections 10.1 and 10.2 that limit the right Section 8.03(f) or pursuant to a refinancing of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (butExisting Convertible Notes, with respect to any such Permitted Lien, only in each case to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the Existing Senior Unsecured Debt as in effect on the Amendment No. 3 Effective Date, as determined in good faith by the Parent Borrower; (xiv) customary net worth provisions contained in real property leases entered into by the Parent Borrower or any Subsidiary, so long as the Parent Borrower has determined in good faith that such transfer restrictions apply solely net worth provisions would not reasonably be expected to impair the assets that are ability of the subject Parent Borrower and its Subsidiaries to meet their ongoing obligations; (xv) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Permitted Lien); Person becoming a Subsidiary; (viiixvi) any agreement representing Indebtedness permitted under Section 8.03 of a Subsidiary of the Parent Borrower that is not a Credit Party; (xvii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (ixxviii) the buy-sell, voting trust and other Indebtednessshareholder arrangements set forth in Schedule 6.14; (xix) any instrument evidencing or governing Indebtedness permitted pursuant to Section 8.03(z) or Section 8.03(aa), Disqualified Stock or preferred stock so long as such encumbrances and restrictions do not, when taken as a whole, materially and adversely affect ability of Restricted Subsidiaries permitted any Borrower to be incurred subsequent make interest, principal and fee payments to the Closing Date pursuant to the provisions of Section 10.1; Lenders hereunder (x) customary provisions as determined in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of by the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and Parent Borrower) and (xiiixx) any encumbrances or restrictions of refinancings that are otherwise permitted by the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Credit Documents of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdings’ board of directors, are no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendmentmaterially restrictive, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)Parent Borrower, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions Contractual Requirements in effect on the Closing Date, including Date that are described on Schedule 10.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivc) Requirement of Law or any applicable rule, regulation or order; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xf) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose Dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiig) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; (ixh) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 and either (i) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by an Authorized Officer of Section 10.1the Borrower in good faith, than the provisions contained in this Agreement or (ii) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by an Authorized Officer of the Borrower in good faith, to make scheduled payments of cash interest on the Obligations when due; (xi) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xij) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiik) restrictions created provisions contained in connection with any Receivables Facility that, in agreements which prohibit the good faith determination transfer of all or substantially all of the board assets of directors the obligor thereunder unless the transferee shall assume the obligations of Holdings, are necessary or advisable to effect the obligor under such Receivables Facilityagreement; (l) Permitted Restrictions; and (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiij) above; provided that , if such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to before such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions Contractual Requirements in effect on the Initial Closing Date, including Date that are described on Schedule 9.9 or pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivc) Requirement of Law or any applicable rule, regulation or order; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xf) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 9.1 and 10.2 9.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiig) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; (ixh) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Initial Closing Date pursuant to Section 9.1 and either (i) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by an Authorized Officer of Section 10.1the Borrower in good faith, than the provisions contained in this Agreement or (ii) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by an Authorized Officer of the Borrower in good faith, to make scheduled payments of cash interest on the Obligations when due; (xi) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xij) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiik) restrictions created provisions contained in connection with any Receivables Facility that, in agreements which prohibit the good faith determination transfer of all or substantially all of the board assets of directors the obligor thereunder unless the transferee shall assume the obligations of Holdings, are necessary or advisable to effect the obligor under such Receivables Facilityagreement; (l) Permitted Restrictions; and (xiiim) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiil) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: to (ax) (i) pay dividends or make any other distributions to Holdings the Parent Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or Stock Equivalents or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings the Parent Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, (by) make loans or advances to Holdings the Parent Borrower or any Restricted Subsidiary; or Subsidiary that is Guarantor or (cz) sell, lease or transfer any of its properties or assets to Holdings the Parent Borrower or any Restricted Subsidiary; Subsidiary that is a Guarantor, except (in each case) for such encumbrances or restrictions (xA) which the Borrowers have Parent Borrower has reasonably determined in good faith will not materially impair the Borrowers’ Parent Borrower’s ability to make payments under this Agreement when due or (yB) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement Agreement, the Term Loan Credit Documents and the related documentation and related Hedging Obligations and Cash Management Obligations; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (cx), (y) or (z) above on the property so acquired, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such restriction shall not be permitted to apply to any property to which such restriction would not have applied but for such acquisition); (ivc) Requirement of Law Applicable Laws or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Parent Borrower or any of its Subsidiaries; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Parent Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Parent Borrower pursuant to an agreement that has been entered into for the sale or disposition Disposition of all or substantially all of the Capital Stock or Stock Equivalents or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensLiens permitted hereunder; (viif) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose Dispose of the assets securing such Indebtedness and (y) restrictions or encumbrances on transfers of assets subject to Permitted Liens permitted hereunder (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viiig) restrictions or encumbrances on cash or other deposits or net worth imposed by customers under under, or made necessary or advisable by, contracts entered into in the ordinary course of business; (ixh) restrictions or encumbrances imposed by other Indebtedness, Indebtedness or Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (xi) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture (including its assets and Subsidiaries) and the Equity Interests Stock or Stock Equivalents issued thereby; (xij) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xiik) restrictions created in connection with any Permitted Receivables Facility Financing or any Qualified Securitization Financing that, in the good faith determination of the board of directors of HoldingsParent Borrower, are necessary or advisable to effect such Permitted Receivables Facility; andFinancing or Qualified Securitization Financing, as the case may be; (xiiil) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interest, rights or the assets subject thereto; (m) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; (n) restrictions contemplated by the Plan or created in connection with the consummation of the Transaction, including restrictions imposed by the PBGC Stipulation of Settlement; or (o) any encumbrances or restrictions of the type referred to in clauses (ax), (b), y) and (cz) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, extensions, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiin) above; provided that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, extensions, replacements, restructurings or refinancings (x) are, in the good faith judgment of Holdings’ board of directorsthe Parent Borrower, no not materially more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, extension, restructuring, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ Parent Borrower’s ability to pay their respective its obligations under the Credit Documents as and when due (as determined in good faith by the BorrowersParent Borrower); provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Parent Borrower or any Restricted Subsidiary that is a Guarantor to other Indebtedness incurred by the Parent Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an encumbrance or restriction.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including Date pursuant to this Agreement and the related documentation and related Hedging ObligationsCredit Documents; (ii) the Unsecured Asset Sale Bridge; (iiib) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivc) any applicable Requirement of Law or any applicable rule, regulation or orderLaw; (vd) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vie) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xf) secured Indebtedness otherwise permitted to be incurred pursuant to Sections Section 10.1 and Section 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixg) other Indebtedness, Disqualified Stock or preferred stock of (i) Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 so long as either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to impair the ability of the Borrower to make scheduled payments of cash interest on the Loans when due or (ii) Foreign Subsidiaries as to such Foreign Subsidiaries and their Subsidiaries; (xh) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and or property or are otherwise customary encumbrances or restrictions imposed pursuant to any agreement of the Equity Interests issued therebytype described in the definition of “Industry Investments” entered into in the ordinary course of business; (xii) customary provisions contained in leases, sub-leases, licenses, sub-sub- licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiiij) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (iSection 10.8(a) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrower will not, and will not permit any of the its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) to pay dividends or make any other distributions to Holdings the Borrower or any Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits or (ii) pay transfer any Indebtedness owed property to Holdings the Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary; Subsidiary except (in each case) for such encumbrances or restrictions (x) which the Borrowers have reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (ia) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement the Credit Documents and the related documentation and related any Hedging Obligations; (iib) the Senior Unsecured Asset Sale BridgeNotes Indenture, the Senior Unsecured Notes and related guarantees, the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Term Loan Facility and related guarantees and any related collateral documents; (iiic) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on transferring the property so acquired; (ivd) any applicable Requirement of Law or any applicable rule, regulation or orderLaw; (ve) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vif) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted LiensSubsidiary; (vii) (xg) secured Indebtedness otherwise permitted to be incurred pursuant to Sections Section 10.1 and Section 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien)Indebtedness; (viiih) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ixi) other Indebtedness, Disqualified Stock or preferred stock of (i) Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 so long as either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of Section 10.1directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to impair the ability of the Borrower to make scheduled payments of cash interest on the Loans when due or (ii) Foreign Subsidiaries as to such Foreign Subsidiaries and their Subsidiaries; (xj) customary provisions in joint venture agreements or arrangements agreements governing property held with a common owner and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued therebyor property; (xik) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdings, are necessary or advisable to effect such Receivables Facility; and (xiii1) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiik) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings (x) are, in the good faith judgment of Holdings’ the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers)refinancing.

Limitation on Subsidiary Distributions. Holdings The Borrowers will not permit any of the their Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay dividends or make any other distributions to Holdings any Borrower or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to Holdings any Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings any Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer any of its properties or assets to Holdings any Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions (x) which the Borrowers have Lead Borrower has reasonably determined in good faith will not materially impair the Borrowers’ ability to make payments under this Agreement when due or (y) existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (ii) the Unsecured Asset Sale BridgeSecond Lien Credit Documents and the Second Lien Term Loans or (ii) the First Lien Credit Documents and the First Lien Term Loans; (iii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) Requirement Requirements of Law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings any Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings any Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens; (vii) (x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1; (x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (xi) customary provisions contained in leases, sub-sub leases, licenses, sub-sub licenses or similar agreements, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of Holdingsthe Borrower, are necessary or advisable to effect such Receivables Facility; and (xiii) any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are, in the good faith judgment of Holdingsthe Borrowers’ board boards of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrowers’ ability to pay their respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrowers).