Common use of Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries Clause in Contracts

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends or distributions in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and Agreement, the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transaction; orproperty or assets; (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (F) in the case of clause (iv), restrictions contained in an agreement related to the sale of such property that limits the transfer of such property pending the consummation of such sale; or (G) in the case of clause (iv), restrictions with respect to a Subsidiary of Parent imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of (x) the Equity Interests of such Subsidiary or (y) the assets of such Subsidiary.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and Agreement, the other Loan DocumentsDocuments and the Existing Second Lien Credit Facility; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could not reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k6.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders6.02(k); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transactionproperty or assets; or (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k7.02(i) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders7.02(i); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transactionproperty or assets; or (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company will not, and will not permit any of its Subsidiaries (whether in existence as of the date of issuance of the Notes or thereafter formed or acquired) to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Subsidiary of to: (a) pay any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party to the Company or any of other Subsidiary on its SubsidiariesCapital Stock or with respect to any other interest or participation in, or measured by, its profits; (iib) make payments in respect to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Company or any of its Subsidiaries, other Subsidiary; or (iiic) to make loans or advances to any Loan Party the Company or any other Subsidiary or to guarantee Indebtedness of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party the Company or any other Subsidiary; other than, in the case of its Subsidiaries(a), or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (ib) through and (iv) of this Section 7.02(k) shall prohibit or restrict compliance with:c), (A1) this Agreement and the other Loan Documents; (B) any restrictions existing under agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the LendersIssue Date; (C2) consensual encumbrances or consensual restrictions binding upon any applicable lawPerson at the time such Person becomes a Subsidiary of the Company so long as such encumbrances or restrictions (i) are not created, rule incurred or regulation assumed in contemplation of such Person becoming a Subsidiary and (includingii) do not encumber or restrict the Company or any other Subsidiary of the Company as set forth in (a), without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances);(b) or (c) above. (D3) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of assets which are subject to Liens; and (4) restrictions existing under any property agreement which refinances or asset replaces any of the agreements containing the restrictions in clauses (1) and (2), provided that is the subject terms and conditions of any lease, license, conveyance, sale such restrictions are not materially less favorable to the Holders than those under the agreement evidencing or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or relating to the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretorefinanced.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (iA) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its SubsidiariesParty, (iiB) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its SubsidiariesParty, (iiiC) to make loans or advances to any Loan Party or any of its Subsidiaries or (ivD) to transfer any of its property or assets to any Loan Party or any of its SubsidiariesParty, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k7.02(i) shall prohibit or restrict compliance with: (Ai) this Agreement and Agreement, the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness; (Bii) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders7.02(i); (Ciii) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Div) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transaction; orproperty or assets; (Ev) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (vi) restrictions contained in an agreement related to the sale of such property that limits the transfer of such property pending the consummation of such sale; or (vii) restrictions with respect to a Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of (x) the Equity Interests of such Subsidiary or (y) the assets of such Subsidiary.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan DocumentsDocuments and any Permitted Refinancing Indebtedness in respect thereof; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement (taken as a whole) is not materially less favorable, as determined by the Borrowers in good faith and in consultation with the Administrative Agent, to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation Requirements of Law (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D1) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) assignments of such contracts; (H) customary restrictions in contracts that prohibit the customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (I) contractual obligations that are binding on a Subsidiary of a Borrower at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into in contemplation of such person becoming a Subsidiary and such restriction does not apply to a Borrower or any other Subsidiary and/or any property of the Borrower or any other Subsidiary; (J) customary net worth provisions contained in real property leases entered into in the ordinary course of business, so long as the Borrowers have determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and Subsidiaries to meet their ongoing obligations; (K) in respect of customary restrictions and conditions contained in any agreement relating to any Disposition permitted hereunder (in which case such restrictions or conditions shall relate only to the applicable property subject to such disposition) or otherwise relating to a Disposition that is conditioned upon the amendment, restatement or replacement of this Agreement or the repayment in full of amounts owing hereunder; (L) restrictions in agreements provided that such restrictions apply solely to Subsidiaries that are not Guarantors, (y) are no more restrictive than the limitations (taken as a whole), as determined by the Borrowers in good faith with the consultation of the Administrative Agent, set forth in the Loan Documents and (z) such encumbrances or restrictions do not impair any Loan Party’s ability to (i) grant the security interests to the Collateral Agent contemplated by the Loan Documents, (ii) pay the Obligations under the Loan Documents as and when due or (iii) otherwise comply with the terms of the Loan Documents; or (M) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, in each case, to the extent permitted under this Agreement and applicable solely to such joint venture and the Equity Interests issued thereby (provided that such provisions do not preclude the grant of a Lien, in favor of the Collateral Agent, with respect to such Equity Interests owned by Loan Parties).

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of any Loan Party (i) to pay cash dividends or to make any other cash distribution on any shares of Equity Interests of such Restricted Subsidiary owned by any Loan Party or any of its Restricted Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Restricted Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Restricted Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Restricted Subsidiaries, or permit any of its Restricted Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) 6.17 shall prohibit or restrict compliance with: (Aa) this the Agreement and the other Loan Documents; (Bb) any agreements agreement governing Permitted Indebtedness described in effect on clauses (b), (n), (o) or (p) of the date definition thereof or any extension, replacement or continuation of this Agreement and described on Schedule 7.02(k) to the extent any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on Agent and the interests of any Loan PartyLenders than the encumbrance or restriction under or pursuant to the agreement so extended, the Agents replaced or the Lenderscontinued; (Cc) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state or other applicable corporate statutes restricting the payment of dividends in certain circumstances); (Dd) in the case of clause (iv)) above, any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) any agreement governing Permitted Indebtedness described in clauses (c) or (r) of the case of clause (iv), definition thereof or any agreement, other instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) ), in each case from restricting on customary terms the transfer of any property or assets subject thereto; (e) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (f) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; customary restrictions in contracts that prohibit the assignment of such contract; (g) customary provisions in joint venture agreements and applicable solely to such joint venture.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company shall not and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit cause to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of any Loan Party to (ia) to pay dividends in cash or to make any other distribution on its capital stock to the Company or any shares of Equity Interests of such Subsidiary owned by other Restricted Subsidiary, (b) pay any Loan Party indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans, advances, or capital contributions to the Company or any other Restricted Subsidiary, or (d) transfer any of its Subsidiariesproperties or assets to the Company or another Restricted Subsidiary, except in each instance (i) as set forth in the instrument evidencing or the agreement governing Acquired Indebtedness of any acquired Person which becomes a Restricted Subsidiary, provided, that any restriction or encumbrance under such instrument or agreement existed at the time of acquisition, was not put in place in anticipation of such acquisition, and is not applicable to any Person, other than the Person or property or assets of the Person so acquired; (ii) to pay customary provisions of any lease or prepay or to subordinate any Indebtedness owed to any Loan Party license of the Company or any Restricted Subsidiary relating to the property covered thereby and entered into in the ordinary course of its Subsidiaries, business; (iii) to make loans any encumbrance or advances to any Loan Party or any of its Subsidiaries or restriction arising under applicable law; (iv) any encumbrance or restriction arising under this Indenture, the Credit Facility, or other indebtedness or other agreements existing on the Issue Date; (v) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; (vi) any encumbrance or restriction arising under the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired; (vii) any encumbrance or restriction arising under customary non-assignment provisions in installment purchase contracts; (viii) any encumbrance or restriction on the ability of any Restricted Subsidiary to transfer any of its property acquired after the date of this Indenture to the Company or assets any other Restricted Subsidiary that is required by a lender to, or purchaser of any indebtedness of, such Restricted Subsidiary in connection with a financing of the acquisition of such property (including with respect to the purchase of asset portfolios and pursuant to the underwriting or origination of mortgage loans) by such Restricted Subsidiary; and (ix) any encumbrance or restriction pursuant to any Loan Party agreement that extends, refinances, renews or replaces any of its Subsidiaries, or permit any of its Subsidiaries to do any of agreement described in the foregoing; provided, however, that nothing in any of foregoing clauses (i) through (ivviii); and except with respect to clause (d) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Partyonly, the Agents or the Lenders; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) restrictions in the case form of clause (iv), any agreement setting forth Liens which are not prohibited under Section 1010 and which contain customary restrictions limitations on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretocollateral.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create Neither the Company nor any of its Subsidiaries shall permit any of their Subsidiaries to, create, assume or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any other distribution Subsidiary of the Company, except (a) restrictions imposed by the Securities or the Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, (d) restrictions under any shares Acquired Indebtedness not incurred in violation of Equity Interests of such Subsidiary owned the Indenture or any agreement relating to any property, asset, or business acquired by any Loan Party the Company or any of its Subsidiaries, (ii) which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to pay or prepay any person, other than the person acquired, or to subordinate any Indebtedness owed to any Loan Party property, asset or any of its Subsidiariesbusiness, other than the property, assets and business so acquired, (iiie) any such restriction or requirement imposed by Indebtedness incurred under paragraph (f) under the definition of Permitted Indebtedness, provided such restriction or requirement is no more restrictive than that imposed by the Credit Facility as of the Issue Date, (f) restrictions with respect solely to make loans a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or advances disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to any Loan Party the Equity Interests or any assets of its Subsidiaries such Subsidiary which are being sold, and (g) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (ivd) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (c) Liens permitted under the terms hereof on assets securing Senior Debt incurred pursuant to the Leverage Ratio in Section 7.02(k) 4.11 or permitted pursuant to the definition of Permitted Indebtedness, shall prohibit or restrict compliance with: (A) this Agreement in and the other Loan Documents; (B) any agreements in effect of themselves be considered a restriction on the date ability of this Agreement and described on Schedule 7.02(k) the applicable Subsidiary to the extent any encumbrance transfer such agreement or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Partyassets, the Agents or the Lenders; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in as the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretomay be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan DocumentsDocuments and the definitive documentation for any Refinancing Facility; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in such extended, replaced or continued agreement is no less favorable in any material respect on the interests of any Loan Party, to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) customary restrictions in contracts that prohibit the assignment of such contract; or (H) customary restrictions set forth in the Governing Documents of any Subsidiary that is not a wholly-owned Subsidiary.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or otherwise causeindirectly, incurcreate, assume, assume or suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other distribution indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any shares Acquired Indebtedness not incurred in violation of Equity Interests of such Subsidiary owned this Indenture or any agreement relating to any property, asset, or business acquired by any Loan Party the Company or any of its Subsidiaries, (ii) which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to pay or prepay any person, other than the person acquired, or to subordinate any Indebtedness owed to any Loan Party property, asset or any of its Subsidiariesbusiness, other than the property, assets and business so acquired, (iiie) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to make loans Section 4.11 provided such restriction or advances requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to any Loan Party a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or any disposition of its Subsidiaries all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (ivd) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 7.02(k) 4.11 shall prohibit or restrict compliance with: (A) this Agreement in and the other Loan Documents; (B) any agreements in effect of themselves be considered a restriction on the date ability of this Agreement and described on Schedule 7.02(k) the applicable Subsidiary to the extent any encumbrance transfer such agreement or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Partyassets, the Agents or the Lenders; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in as the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretomay be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company will not, and will not permit any of its Subsidiaries (other than a Securitization Entity or an Atlas Pipeline Entity) to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary of to (a) pay any Loan Party (i) to pay dividends or to make any other distribution on any shares its Capital Stock; (b) make payments in respect of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Company or any of its Subsidiaries, other Subsidiary; or (iiic) to make loans or advances to any Loan Party the Company or any Subsidiary or to guarantee Indebtedness of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party the Company or any other Subsidiary; other than, in the case of its Subsidiaries(a), or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (ib) through and (iv) of this Section 7.02(k) shall prohibit or restrict compliance with:c), (A1) this Agreement and the other Loan Documentsrestrictions imposed by Applicable Law; (B2) any restrictions existing under agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the LendersIndenture; (C3) consensual encumbrances or restrictions binding upon any applicable lawPerson at the time such Person becomes a Subsidiary of the Company so long as such encumbrances or restrictions are not created, rule incurred or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment assumed in contemplation of dividends in certain circumstances)such Person becoming a Subsidiary; (D4) in restrictions with respect to a Subsidiary imposed pursuant to an agreement entered into for the case sale or disposition of clause all or substantially all the assets (iv), any agreement setting forth customary which term may include the Capital Stock) of such Subsidiary; (5) restrictions on the subletting, assignment or transfer of any property assets which are subject to Liens; (6) restrictions existing under agreements evidencing Permitted Acquisition Indebtedness or asset that is the subject Permitted Repurchase Facilities of any leaseSubsidiary if such Indebtedness (i) is made without recourse to, licenseand with no cross-collateralization (which shall not include Guarantees), conveyanceagainst the assets of, sale the Company or similar transactionany other Subsidiary, and (ii) upon complete or partial liquidation of which the Indebtedness must be correspondingly repaid in whole or in part, as the case may be; orand (E7) restrictions existing under any agreement that renews, extends, increases, refinances or replaces any of the agreements containing the restrictions in the case of clause clauses (iv2), (3) and (6); provided that the terms and conditions of any agreement, instrument such restrictions (except for changes in interest rates related to changes in market rates) are not less favorable to the Holders than those under the agreement evidencing or other document evidencing a Permitted Lien (or relating to the Indebtedness secured thereby) from restricting on customary terms the transfer of any property renewed, extended, increased, refinanced or assets subject theretoreplaced.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k6.02(i) shall prohibit or restrict compliance with: (A) this Agreement and Agreement, the other Loan Documents; Documents and the Run-Off Notes Documents (B) any agreements as in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lendershereof); (CB) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (DC) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transactioncontract for the conveyance of such property or asset; or (ED) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transactionproperty or assets; or (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (Ai) this Agreement and the other Loan Documents; (Bii) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (Ciii) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state state, provincial or territorial corporate statutes restricting the payment of dividends in certain circumstances); (Div) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (v) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (vi) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (vii) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (ia) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (iib) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iiic) to make loans or advances to any Loan Party or any of its Subsidiaries or (ivd) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (ia) through (ivd) of this Section 7.02(k) 6.18 shall prohibit or restrict compliance with: (Ai) this Agreement and the other Loan Documents; (Bii) any agreements in effect on the date of this Prepetition Term Loan Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any other Prepetition Term Loan Party, the Agents or the LendersDocuments; (Ciii) the DIP Term Loan Agreement and the other DIP Term Loan Documents; (iv) the Prepetition Senior Loan Agreement and the other Prepetition Senior Loan Documents; (v) the Senior Note Indenture; (vi) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Dvii) in the case of clause (ivd), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transactioncontract for the conveyance of such property or asset; or (Eviii) in the case of clause (ivd), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transactionproperty or assets; oror *** Confidential material redacted and filed separately with the Securities and Exchange Commission. (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create Other than the Loan Documents and the Indenture Documents, enter into any agreement or document providing for or otherwise causebecome subject to, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, Subsidiaries except for such encumbrances or permit any restrictions existing under or by reason of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests customary provisions restricting assignment of any Loan Party, agreement entered into by a Subsidiary in the Agents or the Lenders; ordinary course of business; (C) any applicable lawPermitted Lien or any document or instrument governing or evidencing any Permitted Lien, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting so long as any such restriction relates only to the payment of dividends in certain circumstances); property subject to such Permitted Lien; (D) customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted under Section 6.4 pending the consummation of such sale; (E) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents or other Governing 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 similar Person; (F) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (G) any instrument governing Permitted Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the property of any Person, other than the Person or the property of the Person so acquired; (H) in the case of clause any joint venture that is not a Loan Party in respect of any matters referred to in clauses (iii) and (iv) above, restrictions in such Person’s Governing Documents or pursuant to any joint venture agreement or equityholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity; (I) negative pledges and restrictions on Liens in favor of any holder of Permitted Indebtedness, but solely to the extent any negative pledge expressly permits Liens for the benefit of Agent with respect to the Obligations on a senior basis without the requirement that such holders of such Permitted Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; (J) any document or instrument governing or evidencing Permitted Purchase Money Indebtedness, so long as any such restriction contained therein relates only to the transfer of the asset or assets acquired, constructed, installed or improved with the proceeds of such Permitted Purchase Money Indebtedness, and (K) in addition to the foregoing clauses (A) through (J), any agreement setting forth customary restrictions agreements that exist on the sublettingdate hereof and are set forth on Schedule 4.19, assignment and to the extent such agreements evidence or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv)govern Permitted Indebtedness, any agreementagreements governing any Refinancing Indebtedness in respect thereof, instrument so long as the agreements governing such Refinancing Indebtedness do not expand the scope of the encumbrance or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretorestriction.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k6.02(j) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date applicable Requirements of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders; (C) any applicable lawLaw, rule or regulation (including, without limitation, including applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (DC) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (D) Permitted Liens or customary restrictions on dispositions of real property interests in reciprocal easement agreements; (E) customary restrictions in agreements for the sale of assets during an interim period prior to the closing of the sale of such assets; or (F) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (C) any Requirements of Law or any other applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transactionproperty or assets; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on reasonable and customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided that any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section ‎Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create Borrower shall not, and shall not permit any Subsidiary, or any Portfolio Entity-50% to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or restriction on the ability of any such Person to: (i) pay any dividends or make any other distribution on its Stock or other Equity Interests to Borrower or any of its Subsidiaries; (ii) make payments on or in respect to any Indebtedness owed to Borrower, any Subsidiary; or (iii) make loans or advances to Borrower or any of its Subsidiaries or to guarantee Indebtedness of Borrower or any of its Subsidiaries; other than, in the case of (i), (ii) and (iii), (1) Permitted Restrictions on payment of dividends by FC Holdings existing under agreements listed on Schedule 8.17; (2) restrictions with respect to a Subsidiary other than a Portfolio Entity, a Primary Obligor or an REO Affiliate imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the assets (which term may include the capital stock) of such Subsidiary provided that such restrictions terminate upon the closing of such sale or disposition or termination of such agreement; (3) to the extent the same result in a restriction of non-cash in-kind distributions of such assets, restrictions on the transfer by any Subsidiary other than a Portfolio Entity, a Primary Obligor or an REO Affiliate of non-cash assets which are subject to Permitted Liens; (4) restrictions existing under any agreement which refinances or replaces any of the agreements containing the restrictions in clauses (1) or (5), provided that the terms and conditions of any such restrictions are not materially less favorable to the Lenders or materially more burdensome to the applicable Person bound thereby than those under the agreement evidencing or relating to the Indebtedness refinanced or replaced; (5) Permitted Restrictions on payment of dividends by a Subsidiary of Borrower under a loan agreement listed on Schedule 10.19 to which such Subsidiary is a party; (6) restrictions under this Agreement; (7) Permitted Restrictions imposed under Approved Portfolio Leverage Arrangements; and (8) Permitted Restrictions on the payment of dividends by a Portfolio Entity-50% under credit agreements under which such Portfolio Entity-50% is a borrower. and other than in the case of (iii), a consensual encumbrance or restriction on the ability of any Subsidiary of other than a Wholly-Owned Subsidiary or any Loan Party (i) to pay dividends or Portfolio Entity-50% to make any other distribution on any shares a loan or advance to or guarantee Indebtedness of Equity Interests of such Subsidiary owned by any Loan Party Borrower or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) A. this Agreement and Agreement, the other Loan DocumentsDocuments and the Existing Second Lien Credit Facility; (B) B. any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) C. any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) D. in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; E. customary restrictions on dispositions of real property interests in reciprocal easement agreements; F. customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or G. customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (ia) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (iib) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iiic) to make loans or advances to any Loan Party or any of its Subsidiaries or (ivd) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (ia) through (ivd) of this Section 7.02(k) 6.18 shall prohibit or restrict compliance with: (Aa) this Agreement and the other Loan Documents; (Bb) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan PartyDIP ABL Credit Agreement, the Agents other DIP ABL Loan Documents, the Prepetition Term Loan Agreement, the other Prepetition Term Loan Documents, the Prepetition ABL Credit Agreement or the Lendersother Prepetition ABL Loan Documents; (Cc) the Senior Note Indenture; (d) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (De) in the case of clause (ivd), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transactioncontract for the conveyance of such property or asset; or (Ef) in the case of clause (ivd), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, directly or otherwise causeindirectly, incurcreate, assume, assume or suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or to make any other distribution or pay loans or advances to or on any shares of Equity Interests of such Subsidiary owned by any Loan Party behalf of, the Company or any of its Subsidiaries, except: (ii1) to pay restrictions imposed by the Notes or prepay this Indenture or to subordinate by the Company's other Indebtedness (which may also be guaranteed by the Guarantors); provided, that such restrictions are not materially more restrictive than those imposed by this Indenture and the Notes; (2) restrictions imposed by applicable law; (3) existing restrictions under Existing Indebtedness; (4) restrictions under any Acquired Indebtedness owed not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any Loan Party property, asset, or business acquired by the Company or any of its Subsidiaries, (iii) to make loans which restrictions in each case existed at the time of acquisition, were not put in place in connection with or advances in anticipation of such acquisition and are not applicable to any Loan Party Person, other than the Person acquired, or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party property, asset or business, other than the property, assets and business so acquired; (5) any restriction imposed by Indebtedness incurred under the Credit Agreement pursuant to clause (c) of its SubsidiariesSection 4.11; provided, that such restriction or permit any requirement is no more restrictive than that imposed by the Credit Agreement as of its Subsidiaries the Issue Date; (6) restrictions with respect solely to do any of the foregoingCompany's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided, however, that nothing in any such restrictions apply solely to the Equity Interests or assets of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documentssuch Subsidiary which are being sold; (B7) any agreements restrictions on transfer contained in effect on the date Purchase Money Indebtedness incurred pursuant to clause (a) of this Agreement and described on Schedule 7.02(k) Section 4.11; provided, that such restrictions relate only to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on transfer of the interests property acquired with the proceeds of any Loan Party, the Agents or the Lenderssuch Purchase Money Indebtedness; (C8) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (1), (3), (4) or (7) or this clause (8) of this paragraph that are not materially more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced; and (9) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture 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, joint venture or similar Person. Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice and (b) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the payment terms of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth this Indenture may be subject to customary restrictions on the subletting, assignment transfer or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretodisposition thereof pursuant to such Lien.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k7.02(l) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders7.02(l); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transaction; orproperty or assets; (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; or (F) the Subordinated Loan Documents and the transactions contemplated thereby (subject to the terms and conditions of the Subordination Agreement).

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create Other than the Loan Documents and the Indenture Documents, no Loan Party or Subsidiary thereof is party to or otherwise cause, incur, assume, suffer or permit to exist or become effective bound by any consensual encumbrance or consensual restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, Subsidiaries except for such encumbrances or permit any restrictions existing under or by reason of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests customary provisions restricting assignment of any Loan Party, agreement entered into by a Subsidiary in the Agents or the Lenders; ordinary course of business; (C) any applicable lawPermitted Lien or any document or instrument governing or evidencing any Permitted Lien, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting so long as any such restriction relates only to the payment of dividends in certain circumstances); property subject to such Permitted Lien; (D) customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted under Section 6.4 pending the consummation of such sale; (E) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents or other Governing 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 similar Person; (F) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (G) any instrument governing Permitted Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the property of any Person, other than the Person or the property of the Person so acquired; (H) in the case of clause any joint venture that is not a Loan Party in respect of any matters referred to in clauses (iii) and (iv) above, restrictions in such Person’s Governing Documents or pursuant to any joint venture agreement or equityholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity; (I) negative pledges and restrictions on Liens in favor of any holder of Permitted Indebtedness, but solely to the extent any negative pledge expressly permits Liens for the benefit of Agent with respect to the Obligations on a senior basis without the requirement that such holders of such Permitted Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; (J) any document or instrument governing or evidencing Permitted Purchase Money Indebtedness, so long as any such restriction contained therein relates only to the transfer of the asset or assets acquired, constructed, installed or improved with the proceeds of such Permitted Purchase Money Indebtedness, and (K) in addition to the foregoing clauses (A) through (J), any agreement setting forth customary restrictions agreements that exist on the sublettingdate hereof and are set forth on Schedule 4.19, assignment and to the extent such agreements evidence or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv)govern Permitted Indebtedness, any agreementagreements governing any Refinancing Indebtedness in respect thereof, instrument so long as the agreements governing such Refinancing Indebtedness do not expand the scope of the encumbrance or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretorestriction.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (iA) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its SubsidiariesParty, (iiB) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its SubsidiariesParty, (iiiC) to make loans or advances to any Loan Party or any of its Subsidiaries or (ivD) to transfer any of its property or assets to any Loan Party or any of its SubsidiariesParty, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k7.02(i) shall prohibit or restrict compliance with: (Ai) this Agreement and Agreement, the other Loan Documents;, and any other agreement or document evidencing Subordinated Indebtedness; ​ (Bii) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders7.02(i); (Ciii) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Div) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transaction; orproperty or assets; (Ev) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (vi) restrictions contained in an agreement related to the sale of such property that limits the transfer of such property pending the consummation of such sale; or (vii) restrictions with respect to a Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of (x) the Equity Interests of such Subsidiary or (y) the assets of such Subsidiary.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company will not, and will not permit any of its Subsidiaries (whether in existence as of the date of issuance of the Notes or thereafter formed or acquired, including without limitation pursuant to the Stock Purchase Agreement) to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary of to: (a) pay any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party its capital stock to the Company or any of its Subsidiaries, ; (iib) make payments in respect to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Company or any other Subsidiary of its Subsidiaries, the Company; or (iiic) to make loans or advances to any Loan Party the Company or any Subsidiary or to guarantee Indebtedness of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party the Company or any of its Subsidiaries, or permit any of its Subsidiaries to do any other Subsidiary of the foregoingCompany; providedother than, howeverin the case of (a), that nothing in any of clauses (ib) through and (iv) of this Section 7.02(k) shall prohibit or restrict compliance with:c), (A1) this Agreement and the other Loan Documents; (B) any restrictions existing under agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to issuance of the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the LendersNotes; (C2) consensual encumbrances or restrictions binding upon any applicable lawPerson at the time such Person becomes a Subsidiary of the Company so long as such encumbrances or restrictions (i) are not created, rule incurred or regulation assumed in contemplation of such Person becoming a Subsidiary and (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting ii) do not encumber or restrict the payment Company or any other Subsidiary of dividends in certain circumstances)the Company; (D3) in restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the case sale or disposition of clause all or substantially all the assets (iv), any agreement setting forth customary which term may include the capital stock) of such Subsidiary; (4) restrictions on the subletting, assignment or transfer of assets which are subject to Liens; and (5) restrictions existing under any property agreement which refinances or asset replaces any of the agreements containing the restrictions in clauses (1) and (2), provided that is the subject terms and conditions of any lease, license, conveyance, sale such restrictions are not materially less favorable to the Holders than those under the agreement evidencing or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or relating to the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretorefinanced.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party Borrower (i) to pay dividends or to make any other distribution on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Party Borrower or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party Borrower or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party Borrower or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party Borrower or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of the foregoing clauses (i) through (iv) of this Section 7.02(k7.02(j) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders7.02(j); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transactionproperty or assets; or (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and Agreement, the other Loan Documents and the Senior Note Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transaction; orproperty or assets; (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto, or (F) any agreement, instrument or other document evidencing Permitted Indebtedness, so long as such agreement, instrument or other document does not contain encumbrances and restrictions that are more restrictive taken as a whole to the Parent and its Subsidiaries than any such similar encumbrances and restrictions contained in this Agreement or the Senior Note Documents.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create Except as herein provided, Borrower shall not, and Borrower shall not permit any Subsidiary, or any Portfolio Entity-50% to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or restriction on the ability of any such Person to: (i) pay any dividends or make any other distribution on its Stock or other Equity Interests to Borrower or any of its Subsidiaries; (ii) make payments on or in respect to any Indebtedness owed to Borrower, any Subsidiary; or (iii) make loans or advances to Borrower or any of its Subsidiaries or to guarantee Indebtedness of Borrower or any of its Subsidiaries; other than, in the case of (i), (ii) and (iii), (1) restrictions with respect to a Subsidiary other than a Portfolio Entity, a Primary Obligor or an REO Affiliate imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the assets (which term may include the capital stock) of such Subsidiary provided that such restrictions terminate upon the closing of such sale or disposition or termination of such agreement; (2) to the extent the same result in a restriction of non-cash in-kind distributions of such assets, restrictions on the transfer by any Subsidiary other than a Portfolio Entity, a Primary Obligor or an REO Affiliate of non-cash assets which are subject to Permitted Liens; (3) restrictions existing under any agreement which refinances or replaces any of the agreements containing the restrictions in clauses (1) or (5), provided that the terms and conditions of any such restrictions are not materially less favorable to the Lenders or materially more burdensome to the applicable Person bound thereby than those under the agreement evidencing or relating to the Indebtedness refinanced or replaced; (4) Permitted Restrictions on payment of dividends by a Subsidiary of Borrower under a loan agreement listed on Schedule 10.19 to which such Subsidiary is a party; (5) restrictions under this Agreement; (6) Permitted Restrictions imposed under Approved Portfolio Leverage Arrangements; (7) Permitted Restrictions on the payment of dividends by a Portfolio Entity-50% under credit agreements under which such Portfolio Entity-50% is a borrower; and (8) restrictions of the payment of dividends by ABL as set forth in the ABL Facility and restrictions of the ability of ABL to make payments on indebtedness outstanding under the ABL Capital Note as set forth in the subordination agreement referred to therein. and other than in the case of (iii), a consensual encumbrance or restriction on the ability of any Subsidiary of other than a Wholly-Owned Subsidiary or any Loan Party (i) to pay dividends or Portfolio Entity-50% to make any other distribution on any shares a loan or advance to or guarantee Indebtedness of Equity Interests of such Subsidiary owned by any Loan Party Borrower or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Credit Party or any Subsidiary of any Loan Credit Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Stock of such Subsidiary owned by any Loan Credit Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Credit Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Credit Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Credit Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) 6.10 shall prohibit or restrict compliance with: (Aa) this Agreement and the other Loan Documents; (Bb) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to 6.10 and any renewal, extension, refinance or replacement thereof that does not expand the extent scope of any such encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders;restriction; LEGAL_US_E # 82813718.8 (Cc) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Dd) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or similar transaction; orcontract in respect of such property or assets; (Ee) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien described in clause (or e)(i) of the Indebtedness secured thereby) definition of “Permitted Lien” from restricting on customary terms the transfer of any property or assets subject thereto; (f) agreements related to the Indebtedness permitted under clause (i) of the definition of “Permitted Indebtedness” to the extent any such restrictions are limited to the Foreign Subsidiaries that are parties to such agreements; or (g) the governing agreement and other agreements, instruments or documents entered into in connection with the formation of (i) the China JV or (ii) any other joint venture to which Parent or any of its Subsidiaries is a party and which is existing as of the Closing Date.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (C) any applicable lawLaw, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyanceconveyance or contract of similar property or assets, sale provided that such restriction shall apply solely to the property or similar transactionasset subject to such lease, license, conveyance or contract; or (E) in the case of clause (iv), any customary restriction in any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto, provided that such restriction relates only to the property that is subject to such Permitted Lien.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party the Borrower (i) to pay dividends to any Loan Party or to make any other distribution to any Loan Party on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its SubsidiariesSubsidiary, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its SubsidiariesParty, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoingParty; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and Agreement, the other Loan DocumentsDocuments and any related documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the extent any encumbrance foregoing; provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or restriction contained therein could reasonably be expected to have an adverse impact refinancing are, taken as a whole, no less favorable in any material respect on to the interests of any Loan Partynoteholders than the encumbrances or restrictions being amended, the Agents modified, restated, extended, renewed, replaced or the Lendersrefinanced; (C) any applicable law, rule or regulation (including, without limitation, including applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; orcontract for the conveyance of such property or asset; (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (F) in the case of clause (iv), customary provisions in joint venture agreements and other similar agreements applicable to joint ventures; (G) prohibitions, restrictions or conditions applicable to any Person or the property or assets of a Person acquired by the Borrower or any of its Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which restriction or condition is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the restrictions and conditions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition; or (H) Indebtedness permitted to be incurred by Foreign Subsidiaries that are not Loan Parties pursuant to Section 7.02(b) on customary market terms (as determined in good faith by the Borrower).

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (Ai) this Agreement and Agreement, the other Loan DocumentsDocuments and the Existing Second Lien Credit Facility; (Bii) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (Ciii) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Div) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (v) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (vi) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (vii) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Borrower will not, and will not permit any Subsidiary to, create or otherwise cause, incur, assume, cause or suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party to (ia) to pay dividends or to make any other distribution distributions permitted by applicable law on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Party the Borrower or any of its Subsidiariesother Subsidiary, (iib) to pay or prepay or to subordinate make payments in respect of any Indebtedness Debt owed to any Loan Party the Borrower or any other Subsidiary of its Subsidiariesthe Borrower, (iiic) to make loans or advances to any Loan Party the Borrower or any other Subsidiary of its Subsidiaries the Borrower or (ivd) to transfer any of its property or assets Property to any Loan Party the Borrower or any of its Subsidiariesother Subsidiary, other than those encumbrances and restrictions created or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses existing (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement Agreement, (ii) pursuant to this Agreement, the CDH Guarantee or either Borrower Indenture, (iii) in connection with the Incurrence of any Debt permitted under clauses (iii) and described (vii) of subsection 7.3(b) hereof; provided that such encumbrances or restrictions are required in order to effect such financing and are not materially more restrictive, taken as a whole, on Schedule 7.02(kthe ability of the applicable Subsidiary to make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than encumbrances and restrictions, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in substantially Non-Recourse financing, (iv) in connection with the execution and delivery of an electric power or thermal energy purchase contract to which such Subsidiary is the extent supplying party or other contracts with customers, suppliers and contractors to which such Subsidiary is a party and where such Subsidiary is engaged, directly or indirectly, in the development, construction, acquisition or operation of a Power Generation Facility; provided that such encumbrances or restrictions are required in order to effect such contracts and are not materially more restrictive, taken as a whole, on the ability of the applicable Subsidiary to make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than encumbrances and restrictions, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in comparable transactions, (v) in connection with any Debt of a Person outstanding when such Person becomes a Subsidiary permitted under clause (ix) of subsection 7.3(b); provided that such encumbrance or restriction contained therein could reasonably be expected to have an adverse impact was not Incurred in any material respect on contemplation of such Subsidiary becoming a Subsidiary, (vi) in connection with the interests Incurrence of any Loan Party, the Agents or the Lenders; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of Debt permitted under clause (iv), any agreement setting forth customary (v), (vi) or (to the extent not covered by (iii) above) (iii) of subsection 7.3(b) hereof; provided that such encumbrances or restrictions taken as a whole are not materially more restrictive on the sublettingability of the applicable Subsidiary to make the payments, assignment distributions, loans, advances or transfer transfers referred to in clauses (a) through (d) above than those, taken as a whole, customarily accepted (or, in the absence of any property industry custom, reasonably acceptable) in comparable financing transactions of the same nature as the Debt being Incurred, (vii) customary non-assignment provisions in leases or asset that is other contracts entered into in the subject ordinary course of business of the Borrower or any Subsidiary and (viii) any restrictions imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of any lease, license, conveyance, Subsidiary or Joint Venture that apply pending the closing of such sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretodisposition.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent hereto, or any extension, replacement or continuation of any such agreement; provided that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyanceasset, sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents or the Revolving Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract. 120535197v14

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents and the Subordinated Debt Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests used for mining purposes, such as reversionary interests, repurchase rights and easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to (and any agreement replacing such existing agreement so long as such replacement agreement is permitted under clause (b) of the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on definition of the interests of any Loan Party, the Agents or the Lendersterm "Permitted Indebtedness"); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transactionproperty or assets; or (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of the Borrower or any Subsidiary of any Loan Party the Borrower (other than IVS and its Subsidiaries) (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party the Borrower or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Borrower or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party the Borrower or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party the Borrower or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and Agreement, the other Loan Documents, the documents listed in clause (b) of the definition of "Transactions" and any related documents; (B) (i) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) or (ii) the definitive documents for any Indebtedness incurred pursuant to clause (w) of the definition of "Permitted Indebtedness" (so long as the Borrower or such Subsidiary of the Borrower has provided prior written notice to the extent Administrative Agent of its compliance thereof), in each case, any extension, replacement or continuation of any such agreement; provided that any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; orcontract for the conveyance of such property or asset; (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) customary restrictions in contracts that prohibit the assignment of such contract; or (H) in the case of clause (iv), customary provisions in joint venture agreements and other similar agreements applicable to joint ventures.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, cause or suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of any Loan Party the Company to (ia) to pay dividends dividends, in cash or to otherwise, or make any other distribution distributions on any shares or in respect of Equity Interests of such Subsidiary owned by any Loan Party its Capital Stock or any of other interest or participation in, or measured by, its Subsidiariesprofits, (iib) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Company or any other Restricted Subsidiary of its Subsidiariesthe Company, (iiic) to make loans or advances to any Loan Party the Company or any other Restricted Subsidiary of its Subsidiaries or the Company, (ivd) to transfer any of its properties or assets to the Company or any other Restricted Subsidiary of the Company (other than any customary restriction on transfers of property subject to a Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which could not materially adversely affect the Company's ability to satisfy its obligations hereunder), or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) any agreement or other instrument of a person acquired by the Company or any Restricted Subsidiary of the Company in existence at the time of such acquisition (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, or the property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; providedPerson, howeverso acquired, that nothing (iii) any encumbrance or restriction in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit agreement existing on the Issue Date to the extent and in the manner such encumbrance or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements restriction is in effect on the date of this Agreement Issue Date and described on Schedule 7.02(k(iv) to the extent any encumbrance or restriction contained therein could reasonably be expected pursuant to have an adverse impact any agreement that extends, refinances, renews or replaces any agreement described in any material respect on the interests of any Loan Party, the Agents or the Lenders; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv)ii) above, any which is not materially more restrictive or less favorable to the Holders of Securities than those existing under the agreement setting forth customary restrictions on the sublettingbeing extended, assignment or transfer of any property or asset that is the subject of any leaserefinanced, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretorenewed.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k6.02(k) shall prohibit or restrict compliance with: (Ai) this Agreement and the other Loan Documents; (Bii) the agreements and documents executed or delivered in connection with the IGT Subordinated Debt; (iii) any agreements in effect on the date of this Agreement and described on Schedule 7.02(kin Section 6.02(k) to of the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the LendersDisclosure Schedule; (Civ) any applicable law, rule or regulation (including, without limitation, including applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Dv) in the case of clause (iv)) of the first paragraph in this Section, any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale leased or similar transaction; orlicensed; (Evi) in the case of clause (iv)) of the first paragraph in this Section, any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting that restricts, on customary terms terms, the transfer of any property or assets subject thereto; and (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.02(c) pending consummation of such sale.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent Disclosure Letter, or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) customary restrictions in contracts that prohibit the assignment of such contract; (H) customary restrictions in joint venture and similar agreements; (I) restrictions binding on a Subsidiary of the Borrower at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower; (J) restrictions on cash or other deposits imposed by contracts entered into in the ordinary course of business or with respect to Permitted Investments; (K) customary net worth provisions or similar financial maintenance provisions contained in in contracts entered into in the ordinary course of business; or (L) restrictions contained in agreements entered into in respect of any Permitted Indebtedness incurred by any Subsidiary.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, cause or suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party to (ii)(a) to pay dividends or to make any other distribution distributions to the Company or any of its Subsidiaries (1) on its Capital Stock or (2) with respect to any shares of Equity Interests of such Subsidiary owned by other interest or participation in, or measured by, its profits, or (b) pay any Loan Party Indebtedness owed to the Company or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or on behalf of the Company or any of its Subsidiaries or (iviii) to transfer any of its property properties or assets to any Loan Party or on behalf of the Company or any of its Subsidiaries, except for such encumbrances or permit any restrictions existing under or by reason of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (ia) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements Existing Indebtedness as in effect on the date of this Agreement and described Indenture, (b) this Indenture or any indenture or similar instrument governing Indebtedness ranking on Schedule 7.02(ka parity with the Securities, PROVIDED that such restrictions are no more restrictive than those contained in this Indenture, (c) applicable law, (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition or merger (except to the extent any incurred in connection with or in contemplation of such acquisition or merger or in violation of Section 4.11, which encumbrance or restriction contained therein could reasonably be expected is not applicable to have an adverse impact any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or merged, (e) customary non-assignment provisions in any material respect leases entered into in the ordinary course of business, (f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above solely on the interests of property so acquired, (g) Permitted Refinancing Indebtedness, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in and do not apply to any Loan Partyother assets or person than was covered by the agreements governing the Indebtedness being refinanced, or (h) the Credit Agreement, the Agents U.K. Credit Agreements and future Foreign Company credit agreements, including related documentation as the same is in effect on July 8, 1997 and as amended or replaced from time to time (and Senior Debt under other credit agreements with lender banks or other financial institutions that are no more restrictive than the Lenders; Credit Agreement), PROVIDED that no such future Foreign Company credit agreement and no such amendment or replacement is more restrictive as to the matters enumerated above than the Credit Agreement, the U.K. Credit Agreements (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv)amendments or replacements thereof) and related documentation as in effect on July 8, 1997. Nothing contained in this Section 4.12 shall prevent the Company or any agreement setting forth customary Subsidiary of the Company from creating, incurring, assuming or suffering to exist any Permitted Liens or entering into agreements in connection therewith that impose restrictions on the subletting, assignment transfer or transfer disposition of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretoto such Permitted Liens.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transactionproperty or assets; or (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party Borrower or Guarantor (i) to pay dividends or to make any other distribution on any shares of Equity Interests capital Stock of such Subsidiary owned by any Loan Party such Borrower or such Guarantor or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party Borrower, any Guarantor or any of its their respective Subsidiaries, (iii) to make loans or advances to any Loan Party Borrower, any Guarantor or any of its their respective Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party Borrower, any Guarantor or any of its their respective Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) 6.20 shall prohibit or restrict compliance with: (Aa) this Agreement and the other Loan Documents; (Bb) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders6.20; (Cc) any applicable lawApplicable Law, rule or regulation (including, without limitation, including applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Dd) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale leased or similar transactionlicensed; or (Ee) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting that restricts, on customary terms terms, the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; providedPROVIDED, howeverHOWEVER, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) SECTION 6.19 shall prohibit or restrict compliance with: (Aa) this Agreement Agreement, the other Loan Documents, and the other Working Capital Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders; (Cb) any applicable law, rule or regulation (including, without limitation, including applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Dc) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale leased or similar transactionlicensed; or (Ed) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting that restricts, on customary terms terms, the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create Borrower shall not, and shall not permit any Subsidiary, or any Portfolio Entity-50% to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or restriction on the ability of any such Person to: (i) pay any dividends or make any other distribution on its Stock or other Equity Interests to Borrower or any of its Subsidiaries; (ii) make payments on or in respect to any Indebtedness owed to Borrower, any Subsidiary; or (iii) make loans or advances to Borrower or any of its Subsidiaries or to guarantee Indebtedness of Borrower or any of its Subsidiaries; other than, in the case of (i), (ii) and (iii), (1) Permitted Restrictions on payment of dividends by FC Holdings existing under agreements listed on Schedule 8.17; (2) restrictions with respect to a Subsidiary other than a Portfolio Entity, a Primary Obligor or an REO Affiliate imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the assets (which term may include the capital stock) of such Subsidiary provided that such restrictions terminate upon the closing of such sale or disposition or termination of such agreement; (3) to the extent the same result in a restriction of non-cash in-kind distributions of such assets, restrictions on the transfer by any Subsidiary other than a Portfolio Entity, a Primary Obligor or an REO Affiliate of non-cash assets which are subject to Permitted Liens; (4) restrictions existing under any agreement which refinances or replaces any of the agreements containing the restrictions in clauses (1) or (5), provided that the terms and conditions of any such restrictions are not materially less favorable to the Lenders or materially more burdensome to the applicable Person bound thereby than those under the agreement evidencing or relating to the Indebtedness refinanced or replaced; (5) Permitted Restrictions on payment of dividends by a Subsidiary of Borrower under a loan agreement listed on Schedule 10.19 to which such Subsidiary is a party; (6) restrictions under this Agreement; (7) Permitted Restrictions imposed under Approved Portfolio Leverage Arrangements; (8) Permitted Restrictions on the payment of dividends by a Portfolio Entity-50% under credit agreements under which such Portfolio Entity-50% is a borrower; and (9) restrictions on the payment of dividends by ABL as set forth in the ABL Facility Agreement and restrictions on the ability of ABL to make payments on Indebtedness outstanding under the ABL Capital Note as set forth in the subordination agreement referred to therein. and other than in the case of (iii), a consensual encumbrance or restriction on the ability of any Subsidiary of other than a Wholly-Owned Subsidiary or any Loan Party (i) to pay dividends or Portfolio Entity-50% to make any other distribution on any shares a loan or advance to or guarantee Indebtedness of Equity Interests of such Subsidiary owned by any Loan Party Borrower or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A1) this Agreement and the other Loan Documents; (B2) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (C3) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D4) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transactionproperty or assets; or (E5) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause, incur, assume, suffer cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of any Loan Party (ia) to pay dividends or to make any other distribution distributions on any shares of Equity Interests of such its Capital Stock to the Company or a Restricted Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Company or any of its SubsidiariesRestricted Subsidiary, (iiib) to make any loans or advances to any Loan Party the Company or any of its Subsidiaries Restricted Subsidiary or (ivc) to transfer any of its property or assets to any Loan Party the Company or any of its SubsidiariesRestricted Subsidiary, except: (i) any encumbrance or restriction pursuant to an agreement in effect at the Issue Date and listed on Schedule 10.12 attached hereto; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement applicable to such Subsidiary prior to the date on which such Subsidiary was acquired by the Company (other than an agreement entered into in connection with, or permit in anticipation of, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any other agreement contained in any amendment to an agreement referred to in clause (i) or (ii) of its Subsidiaries to do any of the foregoingthis Section or this clause (iii); provided, however, that nothing the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of clauses such amendment are no less favorable to the Holders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in clause (i) through or (ii) of this Section, as the case may be; (iv) any such encumbrance or restriction consisting of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements customary non-assignment provisions in effect on the date of this Agreement and described on Schedule 7.02(k) leases governing leasehold interests to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on such provisions restrict the interests transfer of any Loan Party, the Agents lease or the Lenders; property leased thereunder; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Dv) in the case of clause (iv)c) above, any agreement setting forth customary restrictions on contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary otherwise permissible under this Indenture to the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi) with respect to the ability of a Restricted Subsidiary to pay dividends or make any property other distributions on its Capital Stock to the Company, any Permitted Warehouse Indebtedness Limitation; and (vii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets subject theretoof such Restricted Subsidiary pending the closing of such sale or disposition.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) restrictions in the Governing Documents of any joint venture to the extent that the Investment in the same is a Permitted Investment; (H) customary restrictions in contracts that prohibit the assignment of such contract; or (I) the Parent Note.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create Borrower shall not, and shall not permit any of its Subsidiaries (whether in existence as of the date of initial issuance of the Notes or thereafter formed or acquired) to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary of any Loan Party to: (i) to pay any dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party its Stock or other equity interests to Borrower or any of its Subsidiaries, ; (ii) make payments in respect to pay or prepay or to subordinate any Indebtedness owed to any Loan Party Borrower or any other Subsidiary of its Subsidiaries, a Borrower; or (iii) to make loans or advances to any Loan Party a Borrower or any of its Subsidiaries or (iv) to transfer any guarantee Indebtedness of its property or assets to any Loan Party a Borrower or any other Subsidiary of its Subsidiariesa Borrower; other than, or permit any in the case of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i), (ii) through and (iv) of this Section 7.02(k) shall prohibit or restrict compliance with:iii), (A1) this Agreement and the other Loan Documents; (B) any restrictions existing under agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to initial issuance of the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the LendersNotes; (C2) consensual encumbrances or restrictions binding upon any applicable lawPerson at the time such Person becomes a Subsidiary of a Borrower so long as such encumbrances or restrictions (i) are not created, rule incurred or regulation assumed in contemplation of such Person becoming a Subsidiary and (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment ii) do not encumber or restrict Borrower or any other Subsidiary of dividends in certain circumstances)Borrower; (D3) in restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the case sale or disposition of clause all or substantially all the assets (iv), any agreement setting forth customary which term may include the capital stock) of such Subsidiary; (4) restrictions on the subletting, assignment or transfer of assets which are subject to Liens; and (5) restrictions existing under any property agreement which refinances or asset replaces any of the agreements containing the restrictions in clauses (1) and (2), provided that is the subject terms and conditions of any lease, license, conveyance, sale such restrictions are not materially less favorable to the Lenders than those under the agreement evidencing or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or relating to the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretorefinanced.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends or distributions in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customaryrestrictionsincontractsthatprohibitthe assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create Except as herein provided, neither Borrower shall, and each Borrower shall not permit any Subsidiary, or any Portfolio Entity-50% to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or restriction on the ability of any such Person to: (i) pay any dividends or make any other distribution on its Stock or other Equity Interests to a Borrower or any of its Subsidiaries; (ii) make payments on or in respect to any Indebtedness owed to a Borrower, any Subsidiary; or (iii) make loans or advances to a Borrower or any of its Subsidiaries or to guarantee Indebtedness of a Borrower or any of its Subsidiaries; other than, in the case of (i), (ii) and (iii), (1) restrictions with respect to a Subsidiary other than a Portfolio Entity, a Primary Obligor or an REO Affiliate imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the assets (which term may include the capital stock) of such Subsidiary provided that such restrictions terminate upon the closing of such sale or disposition or termination of such agreement; (2) to the extent the same result in a restriction of non-cash in-kind distributions of such assets, restrictions on the transfer by any Subsidiary other than a Portfolio Entity, a Primary Obligor or an REO Affiliate of non-cash assets which are subject to Permitted Liens; (3) restrictions existing under any agreement which refinances or replaces any of the agreements containing the restrictions in clauses (1) or (5), provided that the terms and conditions of any such restrictions are not materially less favorable to the Lenders or materially more burdensome to the applicable Person bound thereby than those under the agreement evidencing or relating to the Indebtedness refinanced or replaced; (4) Permitted Restrictions on payment of dividends by a Subsidiary of a Borrower under a loan agreement listed on Schedule 10.19 to which such Subsidiary is a party; (5) restrictions under this Agreement; (6) Permitted Restrictions imposed under Approved Portfolio Leverage Arrangements; (7) Permitted Restrictions on the payment of dividends by a Portfolio Entity-50% under credit agreements under which such Portfolio Entity-50% is a borrower; and (8) restrictions of the payment of dividends by ABL as set forth in the ABL Facility Agreement and restrictions of the ability of ABL to make payments on indebtedness outstanding under the ABL Capital Note as set forth in the subordination agreement referred to therein. and other than in the case of (iii), a consensual encumbrance or restriction on the ability of any Subsidiary of other than a Wholly-Owned Subsidiary or any Loan Party (i) to pay dividends or Portfolio Entity-50% to make any other distribution on any shares a loan or advance to or guarantee Indebtedness of Equity Interests of such Subsidiary owned by any Loan Party a Borrower or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents or the Revolving Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) 0 shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders0; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transactionproperty or assets; or (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; providedPROVIDED, howeverHOWEVER, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) SECTION 6.19 shall prohibit or restrict compliance with: (Aa) this Agreement Agreement, the other Loan Documents, and the other Second Lien Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders; (Cb) any applicable law, rule or regulation (including, without limitation, including applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Dc) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale leased or similar transactionlicensed; or (Ed) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting that restricts, on customary terms terms, the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (ithis Section 7.02(k)(i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) subject to the Intercreditor Agreement, the Revolving Credit Facility Documents; (C) any agreements in effect on the date of this Agreement and described listed on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (CD) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (DE) in the case of clause (ivSection 7.02(k)(iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transactionproperty or assets; or (EF) in the case of clause (ivSection 7.02(k)(iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting that restricts on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan DocumentsDocuments and the definitive documentation for any Refinancing Facility; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in such extended, replaced or continued agreement is no less favorable in any material respect on the interests of any Loan Party, to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) customary restrictions in contracts that prohibit the assignment of such contract; or (H) customary restrictions set forth in the Governing Documents of any Subsidiary that is not a wholly-owned Subsidiary; or

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k10.2(k) shall prohibit or restrict compliance with: (A) this Agreement and Agreement, the other Loan DocumentsDocuments and the New Senior Credit Agreement; (B) any agreements in effect on the date of this Agreement and agreement described on Schedule 7.02(k) to the extent New Senior Credit Agreement (as in effect on May 27, 2022), or any extension, replacement or continuation of any such agreement; provided that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective US-DOCS\103792213.14 any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement the Loan Documents and the other Working Capital Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) customary restrictions in contracts that prohibit the assignment of such contract; (H) any agreement in effect at the time a Person becomes a Loan Party or a Subsidiary of a Loan Party, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Loan Party or a Subsidiary of a Loan Party; or (I) in the case of clause (iv), with respect to any joint venture which is not a Loan Party, restrictions in such Person's organizational documents or pursuant US-DOCS\103792213.14 to any joint venture or stockholders agreement solely to the extent of the Equity Interests of, or property held in, such joint venture.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create (a) Other than as pursuant to an order of the Bankruptcy Court with the consent of the Required Lenders or otherwise causethe Bankruptcy Code, incurthe Borrower will not, assumeand will not permit any of the Restricted Subsidiaries to, suffer directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party the Restricted Subsidiaries to: (i) to pay dividends or to make any other distribution distributions on any shares of Equity Interests of such Subsidiary owned by any Loan Party its Capital Stock to the Borrower or any of its the Restricted Subsidiaries, (ii) or with respect to any other interest or participation in, or measured by, its profits, or pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Borrower or any of its the Restricted Subsidiaries, ; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant; (iiiii) to make loans or advances to any Loan Party the Borrower or any of its Subsidiaries the Restricted Subsidiaries; or (iii) sell, lease or (iv) to transfer any of its property properties or assets to any Loan Party the Borrower or any of its Subsidiaries, or permit any of its the Restricted Subsidiaries to do any of the foregoing; provided, however, that nothing (all such actions set forth in any of these clauses (i) through (iviii) above being collectively referred to as “Intercompany Transfers”). (b) However, the preceding restrictions will not apply to encumbrances or restrictions on the ability of this Section 7.02(k) shall prohibit any of the Restricted Subsidiaries to make Intercompany Transfers existing under or restrict compliance withby reason of: (Ai) this Agreement and agreements governing Indebtedness as in effect on the other Effective Date, including under the Existing Secured Debt; (ii) [reserved]; (iii) the Loan Documents; (Biv) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance applicable law, rule, regulation or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lendersorder; (Cv) any applicable law[reserved]; (vi) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (vii) purchase money obligations for property acquired in the ordinary course of business, rule mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting mortgaged or leased of the payment of dividends nature described in certain circumstancesSection 7.13(a)(iii); (Dviii) [reserved]; (ix) Liens permitted to be Incurred under Section 7.08 that limit the right of the debtor to dispose of the assets subject to such Liens; (x) [reserved]; (xi) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the case ordinary course of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale or similar transaction; orbusiness; (Exii) [reserved]; and (xiii) encumbrances or restrictions of the nature described in Section 7.13(a)(iii) with respect to property under a charter, lease or other agreement that has been entered into in the case of clause (iv)ordinary course for the employment, any agreement, instrument charter or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer hire of any property or assets subject theretosuch property.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Credit Party or any Subsidiary of any Loan Credit Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Stock of such Subsidiary owned by any Loan Credit Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Credit Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Credit Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Credit Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) 6.10 shall prohibit or restrict compliance with: (Aa) this Agreement and the other Loan Documents; (Bb) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to 6.10 and any renewal, extension, refinance or replacement thereof that does not expand the extent scope of any such encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lendersrestriction; (Cc) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Dd) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or similar transaction; orcontract in respect of such property or assets; (Ee) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien described in clause (or e)(i) of the Indebtedness secured thereby) definition of “Permitted Lien” from restricting on customary terms the transfer of any property or assets subject thereto.; (f) agreements related to the Indebtedness permitted under clause (i) of the definition of “Permitted Indebtedness” to the extent any such restrictions are limited to the Foreign Subsidiaries that are parties to such agreements;

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, , (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, , (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state or foreign corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth , (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; orcontract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) customary restrictions in contracts that prohibit the assignment of such contract; (H) customary restrictions in joint venture and similar agreements; (I) restrictions binding on a Subsidiary of the Borrower at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower; (J) restrictions on cash or other deposits imposed by contracts entered into in the ordinary course of business or with respect to Permitted Investments; (K) customary net worth provisions or similar financial maintenance provisions contained in in contracts entered into in the ordinary course of business; or (L) restrictions contained in agreements entered into in respect of any Permitted Indebtedness incurred by any Subsidiary.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, including applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Subordinated Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) the Revolving Credit Agreement and the other Revolving Loan Documents; (C) any agreements agreement in effect on the date of this Agreement Effective Date and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (CD) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (DE) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or (E) in contract for the case conveyance of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any such property or assets subject thereto.asset and

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents and, so long as such documents are not more restrictive than this Agreement and the other Loan Documents, any other document entered into in connection with Permitted Indebtedness; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided that any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; orcontract for the conveyance of such property or asset; (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (F) customary restrictions on dispositions of real property interests found in reciprocal easement agreements; (G) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (H) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Notes Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Notes Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Notes Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Notes Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Notes Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k4.12(k) shall prohibit or restrict compliance with: (A) (i) this Agreement Indenture and the other Loan DocumentsSecurity Documents or (ii) the definitive documentation for the Remaining Term Loan, the Refinancing Facilities or any Additional Refinancing Facilities; (B) any agreements agreement in effect on the date of this Agreement Indenture and described on Schedule 7.02(k) to the extent 4.12(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in such extended, replaced or continued agreement is no less favorable in any material respect on to the interests of any Loan PartyHolders than the encumbrance or restriction under or pursuant to the agreement so extended, the Agents replaced or the Lenderscontinued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) customary restrictions in contracts that prohibit the assignment of such contract; or (H) customary restrictions set forth in the Governing Documents of any Subsidiary that is not a wholly-owned Subsidiary.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents;; [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided that any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable, taken as a whole, to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) any agreement evidencing Permitted Indebtedness; (E) restrictions in the case Governing Documents for Tax Equity Partnerships relating to the payment of clause Tax Equity Payments or other preferred distributions; (iv), any agreement setting forth customary F) restrictions on in the subletting, assignment or transfer Project Documents subject to compliance with the other terms and conditions of any property or asset that is the subject of any lease, license, conveyance, sale or similar transactionLoan Documents; (G) the Aggregation Facility; or (EH) customary restrictions in contracts that prohibit the case assignment of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretosuch contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create No Credit Party will, nor will any Credit Party permit any of their Subsidiaries to, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Credit Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Credit Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Credit Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Credit Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Credit Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) 8.14 shall prohibit or restrict compliance with: (Aa) this Agreement and the other Loan Credit Documents; (Bb) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders8.14; (Cc) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Dd) in the case of clause (iv), ) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transaction; orproperty or assets; (Ee) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; or (f) the Revolving Credit Debt Documents and the transactions contemplated thereby.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company will not, and will not permit any of its Subsidiaries to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary of to: (a) pay any Loan Party (i) to pay dividends or to make any other distribution on any shares its Capital Stock; (b) make payments in respect of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Company or any of its Subsidiaries, other Subsidiary; or (iiic) to make loans or advances to any Loan Party the Company or any Subsidiary or to guarantee Indebtedness of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party the Company or any other Subsidiary; other than, in the case of its Subsidiaries(a), or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (ib) through and (iv) of this Section 7.02(k) shall prohibit or restrict compliance with:c), (A1) this Agreement restrictions imposed by applicable laws and the other Loan Documentsregulations; (B2) any restrictions existing under agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the LendersIndenture; (C3) consensual encumbrances or restrictions binding upon any applicable lawPerson at the time such Person becomes a Subsidiary of the Company so long as such encumbrances or restrictions are not created, rule incurred or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment assumed in contemplation of dividends in certain circumstances)such Person becoming a Subsidiary; (D4) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset assets which are subject to Liens; (5) restrictions existing under agreements evidencing Indebtedness which is incurred after the date of this Indenture in accordance with Section 10.11 hereof, provided that is the subject terms and conditions of any lease, license, conveyance, sale or similar transactionsuch restrictions are no more restrictive than those contained in this Indenture; orand (E6) restrictions existing under any agreement which refinances or replaces any of the agreements containing the restrictions in the case of clause clauses (iv2), (3) and (5); provided that the terms and conditions of any agreement, instrument such restrictions are not less favorable to the Holders than those under the agreement evidencing or other document evidencing a Permitted Lien (or relating to the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretorefinanced.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company shall not, and shall not permit any of its Subsidiaries (whether in existence as of the date of initial issuance of the Notes or thereafter formed or acquired) to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary of any Loan Party to: (i) to pay any dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party its Stock or other equity interests to the Company or any of its Subsidiaries, ; (ii) make payments in respect to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Company or any other Subsidiary of its Subsidiaries, the Company; or (iii) to make loans or advances to any Loan Party the Company or any Subsidiary or to guarantee Indebtedness of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party the Company or any of its Subsidiaries, or permit any of its Subsidiaries to do any other Subsidiary of the foregoingCompany; providedother than, however, that nothing in any the case of clauses (i), (ii) through and (iv) of this Section 7.02(k) shall prohibit or restrict compliance with:iii), (A1) this Agreement and the other Loan Documents; (B) any restrictions existing under agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to initial issuance of the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the LendersNotes; (C2) consensual encumbrances or restrictions binding upon any applicable lawPerson at the time such Person becomes a Subsidiary of the Company so long as such encumbrances or restrictions (i) are not created, rule incurred or regulation assumed in contemplation of such Person becoming a Subsidiary and (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting ii) do not encumber or restrict the payment Company or any other Subsidiary of dividends in certain circumstances)the Company; (D3) in restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the case sale or disposition of clause all or substantially all the assets (iv), any agreement setting forth customary which term may include the capital stock) of such Subsidiary; (4) restrictions on the subletting, assignment or transfer of assets which are subject to Liens; and (5) restrictions existing under any property agreement which refinances or asset replaces any of the agreements containing the restrictions in clauses (1) and (2), provided that is the subject terms and conditions of any lease, license, conveyance, sale such restrictions are not materially less favorable to the Purchasers than those under the agreement evidencing or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or relating to the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretorefinanced.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale leased or similar transaction; orlicensed; (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting that restricts, on customary terms terms, the transfer of any property or assets subject thereto; (F) customary restrictions of transfer of any asset pending the sale of such asset; or (G) customary provisions in organizational documents of Borrower’s Subsidiaries which are CFC’s that restrict the transfer of Capital Stock of such Subsidiaries.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries Subsidiaries, or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k7.02(j) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent 7.02(j), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) [Omitted pursuant to the extent Item 601(a)(5) of Regulation S-K], or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation Requirement of Law (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) any Permitted ABL Facility; or (H) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement, the other Loan Documents, the Term Loan Agreement and the other Loan Term Facility Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends or distributions in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customaryrestrictionsincontractsthatprohibitthe assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests Capital Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (C) any applicable law, rule or regulation (including, without limitation, including applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any lease, license, conveyance, sale leased or similar transaction; orlicensed; (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting that restricts, on customary terms terms, the transfer of any property or assets subject thereto; (F) encumbrances or restrictions imposed by any Permitted Refinancing that is otherwise permitted by the Loan Documents; provided that the encumbrances or restrictions in the Indebtedness as extended, refinanced or modified are not materially more restrictive than those that existed prior to such extension, refinancing, or modification; (G) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 7.02(c) pending consummation of such sale; (H) customary restrictions related to deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (I) agreements evidencing Permitted Indebtedness incurred by a Subsidiary that is not a Loan Party; or (J) subordination of intercompany indebtedness or restrictions on transfers, dividends or loans to the extent required by applicable law or thin capitalization rules.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) Permitted Liens or customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) customary restrictions in contracts that prohibit the assignment of such contract; or (H) customary restrictions on (i) the Equity Interests of a joint venture or (ii) the operation of a joint venture, in each case, set forth in an agreement governing a joint venture to which such Loan Party or any of its Subsidiaries is a party.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent this Agreement, or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) customary restrictions in contracts that prohibit the assignment of such contract; (H) customary restrictions in joint venture and similar agreements; (I) restrictions binding on a Subsidiary of the Borrower at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower; (J) restrictions on cash or other deposits imposed by contracts entered into in the ordinary course of business or with respect to Permitted Investments; (K) customary net worth provisions or similar financial maintenance provisions contained in contracts entered into in the ordinary course of business; or (L) restrictions contained in agreements entered into in respect of any Permitted Indebtedness incurred by any Subsidiary.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) restrictions imposed by Subordinated Debt; (H) restrictions with respect to deposits held by landlords, insurers and other Persons in the ordinary course of business; (I) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company will not, and will not permit any of its Restricted Subsidiaries to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary of to: (a) pay any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party its Capital Stock to the Company or any of its Restricted Subsidiaries, ; (iib) to pay or prepay or to subordinate make payments in respect of any Indebtedness Debt owed to any Loan Party the Company or any of its Subsidiaries, other Restricted Subsidiary; or (iiic) to make loans or advances to any Loan Party the Company or any Restricted Subsidiary or to guarantee Debt of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party the Company or any other Restricted Subsidiary; other than, in the case of its Subsidiaries(a), or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (ib) through and (iv) of this Section 7.02(k) shall prohibit or restrict compliance with:c), (A1) this Agreement and the other Loan Documents; (B) any restrictions existing under agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the LendersIndenture; (C2) consensual encumbrances or restrictions binding upon any applicable lawPerson at the time such Person becomes a Restricted Subsidiary of the Company so long as such encumbrances or restrictions (i) are not created, rule incurred or regulation assumed in contemplation of such Person becoming a Restricted Subsidiary and (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting ii) do not encumber or restrict the payment Company or any other Restricted Subsidiary of dividends in certain circumstances)the Company; (D3) in restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the case sale or disposition of clause all or substantially all the assets (iv), any agreement setting forth customary which term may include the Capital Stock) of such Restricted Subsidiary; (4) restrictions on the subletting, assignment or transfer of assets which are subject to Liens; and (5) restrictions existing under any property agreement which refinances or asset replaces any of the agreements containing the restrictions in clauses (1) and (2); provided that is the subject terms and conditions of any lease, license, conveyance, sale such restrictions are not materially less favorable to the Holders than those under the agreement evidencing or similar transaction; or (E) in relating to the case of clause (iv), any agreement, instrument Debt or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretoDisqualified Stock refinanced.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Subordinated Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) the Revolving Credit Agreement and the other Revolving Loan Documents; (C) any agreements agreement in effect on the date of this Agreement Effective Date and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (CD) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (DE) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (F) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (G) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (H) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company will not, and will not permit any Subsidiary (other than a Non-Recourse Subsidiary) to, directly or indirectly, create, enter into any agreement with any Person or otherwise cause, incur, assume, cause or suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on which by its terms restricts the ability of any Subsidiary of any Loan Party (iother than a Non-Recourse Subsidiary) to (a) pay dividends dividends, in cash or to otherwise, or make any other distribution distributions on any shares of Equity Interests of such Subsidiary owned by any Loan Party its Capital Stock to the Company or any of its SubsidiariesSubsidiary (other than a Non-Recourse Subsidiary), (iib) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Company or any of its SubsidiariesSubsidiary (other than a Non-Recourse Subsidiary), (iiic) to make loans or advances to any Loan Party the Company or any of its Subsidiaries Subsidiary (other than a Non-Recourse Subsidiary) or (ivd) to transfer any of its property Property or assets to any Loan Party the Company or any of its Subsidiaries, Subsidiary (other than a Non-Recourse Subsidiary) except any encumbrance or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing restriction contained in any agreement or instrument: (i) existing on the Issue Date; (ii) relating to any Property or asset acquired after the Issue Date, so long as such encumbrance or restriction relates only to the Property or asset so acquired; (iii) relating to any Indebtedness of any Subsidiary at the date on which such Subsidiary was acquired by the Company or any Subsidiary (other than Indebtedness incurred in anticipation of such acquisition); (iv) effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement iii), so long as the encumbrances and restrictions contained in any such refinancing agreement are no more restrictive than the other Loan Documentsencumbrances and restrictions contained in such agreements; (Bv) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance which constitute customary provisions restricting subletting or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests assignment of any Loan Party, lease of the Agents Company or any Subsidiary or provisions in agreements that restrict the Lenders;assignment of such agreement or any rights hereunder; and (Cvi) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary which constitute restrictions on the subletting, assignment sale or transfer other disposition of any property or asset that is the subject Property securing Indebtedness as a result of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretosuch Property.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create Borrower shall not, and shall not permit any Primary Obligor, any other Subsidiary, any Mid-Tier Company ( in each case, whether in existence as of the date of initial issuance of the Notes or thereafter formed or acquired) or any REO-PFAL Affiliate to, create, assume or otherwise cause, incur, assume, cause or suffer or permit to exist or to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party such Person to: (i) to pay any dividends or to make any other distribution on any shares of its Stock or other Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party Borrower or any of its Subsidiaries or any Secondary Obligor; (ivii) to transfer any of its property make payments on or assets in respect to any Loan Party Indebtedness owed to Borrower or any other Subsidiary of Borrower or any Secondary Obligor; or (iii) make loans or advances to Borrower or any of its SubsidiariesSubsidiaries or to guarantee Indebtedness of Borrower or any other Subsidiary of Borrower; other than, or permit any in the case of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i), (ii) through and (iv) of this Section 7.02(k) shall prohibit or restrict compliance with:iii), (A1) this Agreement and the other Loan DocumentsPermitted Restrictions on payment of dividends by FC Holdings existing under agreements listed on Schedule 8.19; (B2) any agreements in effect on restrictions with respect to a Subsidiary other than a PFAL Portfolio Entity or an REO-PFAL Affiliate imposed pursuant to an agreement which has been entered into for the date sale or disposition of this Agreement and described on Schedule 7.02(kall or substantially all the assets (which term may include the capital stock) of such Subsidiary provided that such restrictions terminate upon the closing of such sale or disposition or termination of such agreement; (3) to the extent any encumbrance or the same result in a restriction contained therein could reasonably be expected to have an adverse impact in any material respect of non-cash in-kind distributions of such assets, restrictions on the interests transfer by any Secondary Obligor other than a PFAL Portfolio Entity or an REO-PFAL Affiliate of any Loan Party, the Agents or the Lendersnon-cash assets which are subject to Permitted Liens; (C4) restrictions existing under any agreement which refinances or replaces any of the agreements containing the restrictions in clauses (1) or (5), provided that the terms and conditions of any such restrictions are not materially less favorable to the Lenders or materially more burdensome to the applicable law, rule Person bound thereby than those under the agreement evidencing or regulation relating to the Indebtedness refinanced; (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting 5) Permitted Restrictions on payment of dividends by a Mid-Tier Company or Subsidiary of Borrower under a loan agreement listed on Schedule 10.19 to which such Mid-Tier Company or Subsidiary of Borrower is a party; (6) restrictions under this Agreement; (7) Permitted Restrictions imposed under Approved Portfolio Leverage Arrangements; and (8) Permitted Restrictions on the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that by a Portfolio Entity Post-AE other than a PFAL Portfolio Entity under credit agreements under which such Portfolio Entity Post-AE is the subject of any lease, license, conveyance, sale or similar transaction; or (E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject theretoborrower.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (ia) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (iib) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iiic) to make loans or advances to any Loan Party or any of its Subsidiaries or (ivd) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (ia) through (ivd) of this Section 7.02(k) 6.18 shall prohibit or restrict compliance with: (Ai) this Agreement and the other Loan Documents; (Bii) any agreements in effect on the date of this Term Loan Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any other Term Loan Party, the Agents or the LendersDocuments; (Ciii) the Senior Note Indenture; (iv) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Dv) in the case of clause (ivd), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transactioncontract for the conveyance of such property or asset; or (Evi) in the case of clause (ivd), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any extension, replacement or continuation of any such agreement; provided that any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; DOCID - 27822767.5 - 100 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Loan Parties will not, and will not permit any of their Subsidiaries to create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) 6.15 shall prohibit or restrict compliance with: (Aa) this Agreement and the other Loan Documents; (Bb) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent 6.15 or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is no less favorable to have an adverse impact in Agent and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued or under any material respect on the interests documents relating to joint ventures of any Loan Party, Party or any Subsidiary to the Agents or the Lendersextent that such joint ventures are not prohibited hereunder; (Cc) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (Dd) in the case of clause (iv)) above, any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (e) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (f) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; or (g) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with:: #97100791v3 (A) this Agreement and Agreement, the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness; (B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent any encumbrance or restriction contained therein could reasonably be expected to have an adverse impact in any material respect on the interests of any Loan Party, the Agents or the Lenders); (C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is the subject of any a lease, license, conveyance, sale conveyance or contract of similar transaction; orproperty or assets; (E) in the case of clause (iv), ) any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (F) in the case of clause (iv), restrictions contained in an agreement related to the sale of such property that limits the transfer of such property pending the consummation of such sale; or (G) in the case of clause (iv), restrictions with respect to a Subsidiary of Parent imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of (x) the Equity Interests of such Subsidiary or (y) the assets of such Subsidiary.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party Party: (i) to pay dividends or to make any other distribution on any shares of Equity Interests of such Subsidiary owned by any Loan Party or any of its Subsidiaries, , (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, , (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or Subsidiaries, or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the extent ), or any amendment, extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could reasonably be expected in such extended, replaced or continued agreement is not materially less favorable, taken as a whole, to have an adverse impact in any material respect on the interests of any Loan Party, the Agents and the Lenders than the encumbrance or restriction under or pursuant to the Lendersagreement so extended, replaced or continued; (C) any applicable law, rule or regulation Requirements of Law (including, without limitation, including applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv), any agreement setting forth (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset that is the subject of any set forth in a lease, license, conveyance, asset sale agreement or similar transaction; or contract for the conveyance of such property or asset and (E2) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms the transfer of any property or assets subject thereto; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assets; (G) customary restrictions in contracts that prohibit the assignment of such contract; (H) the De-SPAC Documents, or (I) the Existing Credit Facilities Payoff Letter.