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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or ) to the extent 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 extendedany material respect on the interests of any Loan Party, replaced or continued agreement is no less favorable to the Agents and or the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continuedLenders; (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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a that is the subject of any lease, license, asset conveyance, sale agreement or similar contract for transaction; or (E) in the conveyance case of such property or asset and clause (2) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; (2E) 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 in the case of clause (iv), restrictions contained in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior agreement related to the closing of the sale of such assetsproperty that limits the transfer of such property pending the consummation of such sale; or (G) customary 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 contracts that prohibit connection with the assignment disposition of all or substantially all of (x) the Equity Interests of such contractSubsidiary 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or ) to the extent any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained therein could not reasonably be expected to have an adverse impact in such extendedany material respect on the interests of any Loan Party, replaced or continued agreement is no less favorable to the Agents and or the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continuedLenders; (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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a that is the subject of any lease, license, asset conveyance, sale agreement or similar contract for transaction; or (E) in the conveyance case of such property or asset and clause (2) 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 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 agreement restrictions existing under agreements in effect on the date Issue Date; (2) consensual encumbrances or consensual restrictions binding upon any Person at the time such Person becomes a Subsidiary of this Agreement the Company so long as such encumbrances or restrictions (i) are not created, incurred or assumed in contemplation of such Person becoming a Subsidiary and described on Schedule 7.02(k(ii) do not encumber or restrict the Company or any other Subsidiary of the Company as set forth in (a), (b) or (c) above. (3) restrictions on the transfer of assets which are subject to Liens; and (4) restrictions existing under any extensionagreement which refinances or replaces any of the agreements containing the restrictions in clauses (1) and (2), replacement or continuation provided that the terms and conditions of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no restrictions are not materially less favorable to the Agents and Holders than those under the Lenders than the encumbrance agreement evidencing or restriction under or pursuant relating to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 contractrefinanced.

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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) E. customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) 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) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, provided that any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k7.02(i), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; (2v) 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; (Evi) customary restrictions on dispositions of real property interests contained 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 agreement related to the closing of the sale of such assetsproperty that limits the transfer of such property pending the consummation of such sale; or (Gvii) customary restrictions with respect to a Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into in contracts that prohibit connection with the assignment disposition of all or substantially all of (x) the Equity Interests of such contractSubsidiary 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 (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 agreement in effect on the date of this Prepetition Term Loan Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continuedother Prepetition Term Loan Documents; (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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and asset; or (2viii) in the case of clause (d), 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 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 agreement restrictions existing under agreements in effect on the date of this Agreement Indenture; (3) consensual encumbrances or restrictions binding upon any Person at the time such Person becomes a Subsidiary of the Company so long as such encumbrances or restrictions are not created, incurred or assumed in contemplation of such Person becoming a Subsidiary; (4) restrictions with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the assets (which term may include the Capital Stock) of such Subsidiary; (5) restrictions on the transfer of assets which are subject to Liens; (6) restrictions existing under agreements evidencing Permitted Acquisition Indebtedness or Permitted Repurchase Facilities of any Subsidiary if such Indebtedness (i) is made without recourse to, and described on Schedule 7.02(kwith no cross-collateralization (which shall not include Guarantees), against the assets of, the Company or any extensionother Subsidiary, replacement and (ii) upon complete or continuation partial liquidation of which the Indebtedness must be correspondingly repaid in whole or in part, as the case may be; and (7) restrictions existing under any agreement that renews, extends, increases, refinances or replaces any of the agreements containing the restrictions in clauses (2), (3) and (6); provided that the terms and conditions of any such agreement; provided, that, any such encumbrance or restriction contained restrictions (except for changes in such extended, replaced or continued agreement is no interest rates related to changes in market rates) are not less favorable to the Agents and Holders than those under the Lenders than the encumbrance agreement evidencing or restriction under or pursuant relating to the agreement so Indebtedness renewed, extended, replaced increased, refinanced 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 contractreplaced.

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 agreement governing Permitted Indebtedness described in effect on the date of this Agreement and described on Schedule 7.02(kclauses (b), (n), (o) or (p) of the definition thereof or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents Agent and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued; (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, (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) any agreement governing Permitted Indebtedness described in clauses (c) or (r) of the definition thereof or any 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; (Ee) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (Ff) 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; (g) customary provisions in joint venture agreements and applicable solely to such joint venture.

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 agreement in effect on the date of this DIP ABL Credit Agreement, the other DIP ABL Loan Documents, the Prepetition Term Loan Agreement, the other Prepetition Term Loan Documents, the Prepetition ABL Credit Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continuedother 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and asset; or (2f) in the case of clause (d), 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 DocumentsDocuments and the definitive documentation for any Refinancing Facility; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable in any material respect to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; 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(k6.02(j) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreement in effect on the date applicable Requirements of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued; (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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (ED) Permitted Liens or customary restrictions on dispositions of real property interests in reciprocal easement agreements; (FE) 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 (GF) customary restrictions in contracts that prohibit the assignment of such contract.

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k)only, or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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) restrictions in the case form of clause (iv), (1) Liens which are not prohibited under Section 1010 and which contain customary restrictions limitations on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 contractcollateral.

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) customary provisions restricting assignment of any agreement entered into by a Subsidiary in effect on the date ordinary course of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreementbusiness; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued; (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; (1I) customary negative pledges and restrictions on the subletting, assignment or transfer Liens in favor of any specified property or asset set forth in a leaseholder of Permitted Indebtedness, license, asset sale agreement or similar contract but solely to the extent any negative pledge expressly permits Liens for the conveyance benefit of Agent with respect to the Obligations on a senior basis without the requirement that such holders of such property Permitted Indebtedness be secured by such Liens on an equal and ratable, or asset and junior, basis; (2J) any document or instrument governing or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms Purchase Money Indebtedness, so long as any such restriction contained therein relates only to the transfer of any property the asset or assets subject thereto; acquired, constructed, installed or improved with the proceeds of such Permitted Purchase Money Indebtedness, and (EK) customary restrictions on dispositions of real property interests in reciprocal easement agreements; addition to the foregoing clauses (FA) customary restrictions in through (J), any agreements for the sale of assets that exist on the transfer or encumbrance of such assets during an interim period prior date hereof and are set forth on Schedule 4.19, and to the closing extent such agreements evidence or govern Permitted Indebtedness, any agreements governing any Refinancing Indebtedness in respect thereof, so long as the agreements governing such Refinancing Indebtedness do not expand the scope of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contractencumbrance or restriction.

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) customary provisions restricting assignment of any agreement entered into by a Subsidiary in effect on the date ordinary course of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreementbusiness; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued; (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; (1I) customary negative pledges and restrictions on the subletting, assignment or transfer Liens in favor of any specified property or asset set forth in a leaseholder of Permitted Indebtedness, license, asset sale agreement or similar contract but solely to the extent any negative pledge expressly permits Liens for the conveyance benefit of Agent with respect to the Obligations on a senior basis without the requirement that such holders of such property Permitted Indebtedness be secured by such Liens on an equal and ratable, or asset and junior, basis; (2J) any document or instrument governing or other document evidencing a Permitted Lien (or the Indebtedness secured thereby) from restricting on customary terms Purchase Money Indebtedness, so long as any such restriction contained therein relates only to the transfer of any property the asset or assets subject thereto; acquired, constructed, installed or improved with the proceeds of such Permitted Purchase Money Indebtedness, and (EK) customary restrictions on dispositions of real property interests in reciprocal easement agreements; addition to the foregoing clauses (FA) customary restrictions in through (J), any agreements for the sale of assets that exist on the transfer or encumbrance of such assets during an interim period prior date hereof and are set forth on Schedule 4.19, and to the closing extent such agreements evidence or govern Permitted Indebtedness, any agreements governing any Refinancing Indebtedness in respect thereof, so long as the agreements governing such Refinancing Indebtedness do not expand the scope of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contractencumbrance or restriction.

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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset assets; or *** Confidential material redacted and filed separately with the Securities and Exchange Commission. (2E) 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: (Ai) this Agreement and the other Loan Documents; (Bii) any agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (Ev) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (Fvi) 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 (Gvii) 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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued; (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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for property or assets, provided that such restriction shall apply solely to the conveyance of such property or asset and subject to such lease, license, conveyance or contract; or (2E) 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; (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 , provided that such assets during an interim period prior restriction relates only to the closing of the sale of property that is subject to such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contractPermitted Lien.

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k)) hereto, or any extension, replacement or continuation of any such agreement; provided, provided that, any such encumbrance or restriction contained in such extended, replaced or 128498985v11 continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset asset, sale agreement or similar contract for the conveyance of such property or asset and (2) 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 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), , (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and and (2) 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; (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 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 agreement restrictions existing under agreements in effect on the date of this Agreement Indenture; (3) consensual encumbrances or restrictions binding upon any Person at the time such Person becomes a Subsidiary of the Company so long as such encumbrances or restrictions are not created, incurred or assumed in contemplation of such Person becoming a Subsidiary; (4) restrictions on the transfer of 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 the terms and described on Schedule 7.02(k), or any extension, replacement or continuation conditions of any such agreementrestrictions are no more restrictive than those contained in this Indenture; providedand (6) restrictions existing under any agreement which refinances or replaces any of the agreements containing the restrictions in clauses (2), that, (3) and (5); provided that the terms and conditions of any such encumbrance or restriction contained in such extended, replaced or continued agreement is no restrictions are not less favorable to the Agents and Holders than those under the Lenders than the encumbrance agreement evidencing or restriction under or pursuant relating to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 contractrefinanced.

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement (taken as a whole) is no not materially less favorable favorable, as determined by the Borrowers in good faith and in consultation with the Administrative Agent, to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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); (D) in the case of clause (iv), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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) 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 contractSubsidiary 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 Such Credit Party will not 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 other Credit Party (ia) 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, (iib) to subordinate or to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its SubsidiariesCredit Party, (iiic) to make loans or advances to any Loan the Credit Party or any of its Subsidiaries or (ivd) to transfer any of its property or assets to any Loan Credit Party or any of its Subsidiaries, or permit any of its Subsidiaries (other than the Captive Subsidiary) to do any of the foregoing; provided, however, that nothing in any of clauses (ia) through (ivd) of this Section 7.02(k) 11.11 shall prohibit or restrict compliance with: restrict: (Ai) this Agreement and Agreement, the other Loan Documents; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents Documents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued; Transaction Documents; (Cii) any applicable law, rule or regulation (including, without limitation, including applicable currency control laws and applicable state or provincial corporate statutes restricting the payment of dividends in certain circumstances); ; (Diii) any restriction set forth in any document or agreement governing or securing any Existing Debt; (iv) in the case of clause (ivd), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; or (2v) instrument or other document evidencing in the case of clause (d), any holder of a Permitted Lien (or the Indebtedness secured thereby) Encumbrance 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 The Company will not, and will not permit any Subsidiary, directly or indirectly, to 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 to (ia) to 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, (iib) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Company or any of its SubsidiariesSubsidiary, (iiic) to make loans or advances to any Loan Party the Company or any of its Subsidiaries Subsidiary or (ivd) to transfer any of its property Property or assets to any Loan Party the Company or any of its Subsidiaries, 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 (including those under the Series A Indenture); (ii) relating to any Property or assets acquired after the Series A Issue Date, so long as such encumbrance or restriction relates only to the Property or assets so acquired and is not and was not created in anticipation of such acquisition; (iii) relating to any Acquired 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 incurred 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 and the other Loan Documents; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(kiii), or any extension, replacement or continuation of so long as the encumbrances and restrictions contained in any such agreement; provided, that, any such encumbrance or restriction refinancing agreement are no more restrictive than the encumbrances and restrictions contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (Fv) constituting customary provisions restricting subletting or assignment of any lease of the Company or any Subsidiary or provisions in license agreements or similar agreements that restrict the assignment of such agreement or any rights thereunder; (vi) constituting restrictions in agreements for on the sale or other disposition of assets any Property securing Indebtedness as a result of a Permitted Lien on the transfer or encumbrance of such assets during an interim period prior to the closing of the sale of such assetsProperty; or (Gvii) customary restrictions in contracts constituting any temporary encumbrance or restriction with respect to a Subsidiary pursuant to an agreement that prohibit has been entered into for the assignment sale or disposition of all or substantially all of the Capital Stock of, or Property and assets of, such contractSubsidiary.

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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k)6.10 and any renewal, or any extension, refinance or replacement or continuation thereof that does not expand the scope of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued;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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or similar contract for the conveyance in respect of such property or asset and assets; (2e) 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; (Ef) 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 related to the closing Indebtedness permitted under clause (i) of the sale definition of “Permitted Indebtedness” to the extent any such assetsrestrictions are limited to the Foreign Subsidiaries that are parties to such agreements; or (Gg) customary restrictions the governing agreement and other agreements, instruments or documents entered into in contracts that prohibit connection with the assignment formation of such contract(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 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 agreement in effect on the date of this Agreement Indenture and described on Schedule 7.02(k4.12(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable in any material respect to the Agents and the Lenders Holders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; 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 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k7.02(j), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k)) [Omitted pursuant to 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 in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 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 agreement restrictions existing under agreements in effect on the date of this Agreement initial issuance of the Notes; (2) consensual encumbrances or restrictions binding upon any Person at the time such Person becomes a Subsidiary of the Company so long as such encumbrances or restrictions (i) are not created, incurred or assumed in contemplation of such Person becoming a Subsidiary and described (ii) do not encumber or restrict the Company or any other Subsidiary of the Company; (3) restrictions with respect to a Subsidiary 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; (4) restrictions on Schedule 7.02(kthe transfer of assets which are subject to Liens; and (5) restrictions existing under any agreement which refinances or replaces any of the agreements containing the restrictions in clauses (1) and (2), or any extension, replacement or continuation provided that the terms and conditions of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no restrictions are not materially less favorable to the Agents and Purchasers than those under the Lenders than the encumbrance agreement evidencing or restriction under or pursuant relating to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 contractrefinanced.

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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued8.14; (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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; (2e) 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 (Gf) customary restrictions in contracts that prohibit the assignment of such contractRevolving Credit Debt Documents and the transactions contemplated thereby.

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, provided that any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable favorable, taken as a whole, to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 theretoIndebtedness; (E) customary restrictions on dispositions in the Governing Documents for Tax Equity Partnerships relating to the payment of real property interests in reciprocal easement agreementsTax Equity Payments or other preferred distributions; (F) customary restrictions in agreements for the sale of assets on Project Documents subject to compliance with the transfer or encumbrance of such assets during an interim period prior to the closing other terms and conditions of the sale of such assetsLoan Documents; (G) the Aggregation Facility; or (GH) 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 Agreement, the other Loan Documents and the Senior Note Documents; (B) any agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; (2E) 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;, or (F) customary any agreement, instrument or other document evidencing Permitted Indebtedness, so long as such agreement, instrument or other document does not contain encumbrances and restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior that are more restrictive taken as a whole to the closing of Parent and its Subsidiaries than any such similar encumbrances and restrictions contained in this Agreement or the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contractSenior Note Documents.

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 agreement restrictions existing under agreements in effect on the date of this Agreement initial issuance of the Notes; (2) consensual encumbrances or restrictions binding upon any Person at the time such Person becomes a Subsidiary of a Borrower so long as such encumbrances or restrictions (i) are not created, incurred or assumed in contemplation of such Person becoming a Subsidiary and described (ii) do not encumber or restrict Borrower or any other Subsidiary of Borrower; (3) restrictions with respect to a Subsidiary 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; (4) restrictions on Schedule 7.02(kthe transfer of assets which are subject to Liens; and (5) restrictions existing under any agreement which refinances or replaces any of the agreements containing the restrictions in clauses (1) and (2), or any extension, replacement or continuation provided that the terms and conditions of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no restrictions are not materially less favorable to the Agents and the Lenders than those under the encumbrance agreement evidencing or restriction under or pursuant relating to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 contractrefinanced.

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 agreement restrictions existing under agreements in effect on the date of this Agreement issuance of the Notes; (2) consensual encumbrances or restrictions binding upon any Person at the time such Person becomes a Subsidiary of the Company so long as such encumbrances or restrictions (i) are not created, incurred or assumed in contemplation of such Person becoming a Subsidiary and described (ii) do not encumber or restrict the Company or any other Subsidiary of the Company; (3) restrictions with respect to a Subsidiary 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; (4) restrictions on Schedule 7.02(kthe transfer of assets which are subject to Liens; and (5) restrictions existing under any agreement which refinances or replaces any of the agreements containing the restrictions in clauses (1) and (2), or any extension, replacement or continuation provided that the terms and conditions of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no restrictions are not materially less favorable to the Agents and Holders than those under the Lenders than the encumbrance agreement evidencing or restriction under or pursuant relating to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 contractrefinanced.

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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k7.02(i), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; (2v) 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; (Evi) customary restrictions on dispositions of real property interests contained 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 agreement related to the closing of the sale of such assetsproperty that limits the transfer of such property pending the consummation of such sale; or (Gvii) customary restrictions with respect to a Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into in contracts that prohibit connection with the assignment disposition of all or substantially all of (x) the Equity Interests of such contractSubsidiary 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 Loan Party or 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 any related documents; (B) any agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and asset; (2E) 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;; or (F) in the case of clause (iv), customary restrictions provisions in joint venture agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior and other similar agreements applicable to the closing of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contractjoint ventures.

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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation in Section 6.02(k) of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continuedDisclosure 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, (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth that is leased or licensed; (vi) in a leasethe case of clause (iv) of the first paragraph in this Section, licenseany agreement, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 (Evii) customary restrictions on dispositions of real property interests and conditions contained in reciprocal easement agreements; (F) customary restrictions in agreements for any agreement relating to the sale of assets on the transfer or encumbrance any property permitted under Section 6.02(c) pending consummation 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 contractsale.

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k7.02(j), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 theretoand; (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 assetsassets provided, that such restrictions apply only to the assets to be sold or disposed of and such sale or disposition is permitted hereunder; (G) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by Section 7.02(b) of this Agreement that is secured by a Permitted Lien; or (GH) customary restrictions in contracts that prohibit the 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; (2E) 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 in the case of clause (iv), restrictions contained in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior agreement related to the closing of the sale of such assetsproperty that limits the transfer of such property pending the consummation of such sale; or (G) customary 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 contracts that prohibit connection with the assignment disposition of all or substantially all of (x) the Equity Interests of such contractSubsidiary or (y) the assets of such Subsidiary.

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k)Agreement, (ii) pursuant to this Agreement, the CDH Guarantee or any extensioneither Borrower Indenture, replacement or continuation (iii) in connection with the Incurrence of any Debt permitted under clauses (iii) and (vii) of subsection 7.3(b) hereof; provided that such agreementencumbrances or restrictions are required in order to effect such financing 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 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 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; providedprovided that such encumbrances or restrictions are required in order to effect such contracts and are not materially more restrictive, thattaken 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 was not Incurred in contemplation of such extendedSubsidiary becoming a Subsidiary, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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); (Dvi) in connection with the case Incurrence of any Debt permitted under clause (iv), (1v), (vi) customary 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 subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 ability of the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contract.applicable Subsidiary to make the

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable in any material respect to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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.; 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(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents or the Revolving Loan Documents; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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) shall prohibit or restrict compliance with: (A) this Agreement and Agreement, the other Loan Documents and the Senior Note Documents; (B) any agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; (2E) 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;, or (F) customary any agreement, instrument or other document evidencing Permitted Indebtedness, so long as such agreement, instrument or other document does not contain encumbrances and restrictions in agreements for the sale of assets on the transfer or encumbrance of such assets during an interim period prior that are more restrictive taken as a whole to the closing of Parent and its Subsidiaries than any such similar encumbrances and restrictions contained in this Agreement or the sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contractSenior Note Documents.

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), 6.15 or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents Agent and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continuedcontinued or under any documents relating to joint ventures of any Loan Party or any Subsidiary to the extent 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, (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) any 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; (Ee) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (Ff) 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 (Gg) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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) 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 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 agreement agreements in effect on the date of this Agreement and described listed on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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 (ivSection 7.02(k)(iv), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; or (2F) in the case of Section 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; (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, the other Loan Documents, the Term Loan Agreement and the other Loan Term Facility Documents; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 customaryrestrictionsincontractsthatprohibitthe 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 agreement restrictions existing under agreements in effect on the date of this Agreement Indenture; (2) consensual encumbrances or restrictions binding upon any Person at the time such Person becomes a Restricted Subsidiary of the Company so long as such encumbrances or restrictions (i) are not created, incurred or assumed in contemplation of such Person becoming a Restricted Subsidiary and described on Schedule 7.02(k), (ii) do not encumber or restrict the Company or any extension, replacement other Restricted Subsidiary of the Company; (3) restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or continuation disposition of all or substantially all the assets (which term may include the Capital Stock) of such Restricted Subsidiary; (4) restrictions on the transfer of assets which are subject to Liens; and (5) restrictions existing under any agreement which refinances or replaces any of the agreements containing the restrictions in clauses (1) and (2); provided that the terms and conditions of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no restrictions are not materially less favorable to the Agents and Holders than those under the Lenders than the encumbrance agreement evidencing or restriction under or pursuant relating to the agreement so extended, replaced Debt 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 contractDisqualified 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 agreement in effect on the date of this Agreement Effective Date and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (EF) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (FG) 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 (GH) customary restrictions in contracts that prohibit the assignment of such contract.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Borrowers shall not, and shall not permit 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 Subsidiaries of any Loan Party the Borrowers (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 the Borrowers or any of its Subsidiaries, (ii) to subordinate (other than in connection with the Senior Subordinated Note Documents or the Convertible Debentures) or to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Borrowers or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party the Borrowers or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party the Borrowers 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) 9.09 shall prohibit or restrict compliance with: restrict: (A) this Agreement and the other Loan Documents; ; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued; (C) any applicable law, rule or regulation (includingincluding restrictions under the Bankruptcy Code, without limitationand the rules promulgated thereunder or in any order entered in the Chapter 11 Cases), (C) applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); ; (D) in the case of clause (iv), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; (2E) instrument or other document evidencing in the case of clause (iv) any holder of 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; ; or (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 contractDrawbridge Credit Agreement and related documents.

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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued0; (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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; or (2E) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 (GH) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; or; (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 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued; (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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth that is leased or licensed; or (d) in a leasethe case of clause (iv), licenseany agreement, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (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 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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k7.02(j), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; or (2E) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k)) hereto, or any extension, replacement or continuation of any such agreement; provided, provided that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset asset, sale agreement or similar contract for the conveyance of such property or asset and (2) 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 and the Subordinated Debt Loan Documents; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 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 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; or; (G) customary restrictions in contracts that prohibit the assignment of such contract; (H) customary restrictions on (i) the Equity Interests of a joint venture and (ii) operation of a joint venture, in each case, set forth in an agreement; (I) governing a joint venture to which such Loan Party or any of its Subsidiaries is a party; or (J) the Convertible Note Indenture, the Convertible Notes, the Capped Call Hedge Agreements, any Permitted Purchase Money Indebtedness and any Permitted Refinancing Indebtedness with respect thereto (and any documents evidencing or governing the same).

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k)Agreement, (ii) pursuant to this Agreement, the CDH Guarantee or any extensionthe Borrower Indenture, replacement or continuation (iii) in connection with the Incurrence of any Debt permitted under clauses (iii) and (vii) of subsection 7.3(b) hereof; provided that such agreementencumbrances or restrictions are required in order to effect such financing 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 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 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; providedprovided that such encumbrances or restrictions are required in order to effect such contracts and are not materially more restrictive, thattaken 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 was not Incurred in contemplation of such extendedSubsidiary becoming a Subsidiary, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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); (Dvi) in connection with the case Incurrence of any Debt permitted under clause (iv), (1v), (vi), (viii) 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 ability of the applicable Subsidiary to make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than those, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in comparable financing transactions of the same nature as the Debt being Incurred, (vii) customary restrictions on non-assignment provisions in leases or other contracts entered into in the subletting, assignment ordinary course of business of the Borrower or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset Subsidiary and (2viii) 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 imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets on the transfer of any Subsidiary or encumbrance of such assets during an interim period prior to Joint Venture that apply pending the closing of the such sale of such assets; or (G) customary restrictions in contracts that prohibit the assignment of such contractor disposition.

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) 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 agreement restrictions existing under agreements in effect on the date of this Agreement Indenture; (3) consensual encumbrances or restrictions binding upon any Person at the time such Person becomes a Subsidiary of the Company so long as such encumbrances or restrictions are not created, incurred or assumed in contemplation of such Person becoming a Subsidiary; (4) restrictions with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the assets (which term may include the Capital Stock) of such Subsidiary; (5) restrictions on the transfer of assets which are subject to Liens; (6) restrictions existing under agreements evidencing Permitted Acquisition Indebtedness or Permitted Repurchase Facilities of any Subsidiary if such Indebtedness (i) is made without recourse to, and described on Schedule 7.02(kwith no cross-collateralization (which shall not include Guarantees), against the assets of, the Company or any extensionother Subsidiary, replacement and (ii) upon complete or continuation partial liquidation of which the Indebtedness must be correspondingly repaid in whole or in part, as the case may be; and (7) restrictions existing under any agreement that renews, extends, increases, refinances or replaces any of the agreements containing the restrictions in clauses (2), (3) and (6); provided that the terms and conditions of any such agreement; provided, that, any such encumbrance or restriction contained restrictions (except for changes in such extended, replaced or continued agreement is no interest rates related to changes in market rates) are not less favorable to the Agents and Holders than those under the Lenders than the encumbrance agreement evidencing or restriction under or pursuant relating to the agreement so Indebtedness renewed, extended, replaced increased, refinanced 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 contractreplaced.

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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued6.20; (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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth that is leased or licensed; or (e) in a leasethe case of clause (iv), licenseany agreement, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (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(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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k) to the New Senior Credit Agreement (as in effect on May 27, 2022), or any extension, replacement or continuation of any such agreement; provided, provided that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 (a) The Parent will not, and will not permit any of the Restricted Subsidiaries to, directly or otherwise causeindirectly, incur, assume, suffer 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: (i1) 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 Parent 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 Parent or any of its the Restricted Subsidiaries, ; (iii2) to make loans or advances to any Loan Party the Parent or any of its Subsidiaries the Restricted Subsidiaries; or (3) sell, lease or (iv) to transfer any of its property properties or assets to any Loan Party the Parent or any of its the Restricted Subsidiaries. (b) However, Section 7.17(a) will not apply to encumbrances 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 restrictions existing under or restrict compliance withby reason of: (A1) agreements governing Indebtedness as in effect on the Effective Date (including the Ventures Facilities Agreement); (2) restrictions contained in, or in respect of, Hedging Obligations permitted to be Incurred by this Agreement Agreement; (3) the Loan Documents, the Collateral Agreements and the other Loan Pari Passu Documents; (B4) applicable law, rule, regulation or order; (5) any agreement instrument governing Indebtedness or Capital Stock of a Person acquired by the Parent or any of the Restricted Subsidiaries as in effect on at the date time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be Incurred; (6) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in Section 7.17(a)(3); (8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the assets of any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (9) Liens permitted to be Incurred under Section 7.13 that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on Schedule 7.02(kcash 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 ordinary course of business; (12) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (3), (5) and (7) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any extensionrefinancings are, in the good faith judgment of the Parent, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or continuation of refinancing; (13) any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement the terms of any Indebtedness that is no less favorable permitted to be Incurred subsequent to the Agents and Effective Date pursuant to Section 7.16 or any agreement pursuant to which such Indebtedness was issued; provided that, at the Lenders than the time such Indebtedness is Incurred, either (1) such encumbrance or restriction under or pursuant is customary for financings of the same type, and such restrictions would not reasonably be expected to materially impair the Borrowers' ability to make scheduled payments of interest and principal on the Loans when due or, prior to the agreement so extendedconsummation of a Qualified MLP IPO, replaced ParentUDW's ability to make payment under its Loan Guarantee, as determined in good faith by a Financial Officer 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) instrument restrictions therein are not materially more restrictive, taken as a whole, than those contained in the Loan Documents or the agreements governing Existing Indebtedness as in effect on the Effective Date, as determined in good faith by a Financial Officer; and (14) encumbrances or restrictions of the nature described in Section 7.17(a)(3) with respect to property under a charter, lease or other document evidencing a Permitted Lien (or agreement that has been entered into in 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 ordinary course for the sale of assets on the transfer employment, charter or encumbrance other hire 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 contractproperty.

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 agreement Existing Indebtedness as in effect on the date of this Agreement and described on Schedule 7.02(k)Indenture, (b) this Indenture or any extensionindenture or similar instrument governing Indebtedness ranking on a parity with the Securities, replacement PROVIDED that such restrictions are no more restrictive than those contained in this Indenture, (c) applicable law, (d) any instrument governing Indebtedness or continuation Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such agreement; providedacquisition or merger (except to the extent incurred in connection with or in contemplation of such acquisition or merger or in violation of Section 4.11, that, any such which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or merged, (e) customary non-assignment provisions in 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 property so acquired, (g) Permitted Refinancing Indebtedness, PROVIDED that the restrictions contained in the agreements governing such extendedPermitted Refinancing Indebtedness are no more restrictive than those contained in and do not apply to any other assets or person than was covered by the agreements governing the Indebtedness being refinanced, or (h) the Credit Agreement, the 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 continued other financial institutions that are no more restrictive than the Credit Agreement), PROVIDED that no such future Foreign Company credit agreement and no such amendment or replacement is no less favorable more restrictive as to the Agents and the Lenders matters enumerated above than the encumbrance or restriction under or pursuant to Credit Agreement, the agreement so extended, replaced or continued; 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, (1) customary 1997. Nothing contained in this Section 4.12 shall prevent the Company or any 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 specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 to 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 contractPermitted 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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; or (2E) 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 The Borrower shall not 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 or to make any other distribution on Restricted Payments in respect of 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 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 737240988 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k6.02(j), or any extension, replacement or continuation of any such agreementagreement on substantially similar terms as are in effect on the Closing Date; provided, that, provided that any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable favorable, taken as a whole, to the Agents and the Lenders applicable Group Member party thereto than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 theretoIndebtedness; (E) customary restrictions on dispositions in any Tax Equity Documents relating to preferred distributions of real property interests in reciprocal easement agreementscash or other similar payments of cash to Tax Equity Investors; (F) customary restrictions in agreements for the sale of assets on Project Documents subject to compliance with the transfer or encumbrance of such assets during an interim period prior to the closing other terms and conditions of the sale of such assetsLoan Documents; 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k)) to the Disclosure Letter, or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) any 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; (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 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, in the case of (i), (ii) and (iii), (1) Permitted Restrictions on payment of dividends by FC Holdings existing under agreements listed on Schedule 8.19; (2) restrictions with respect to a Subsidiary other than a PFAL Portfolio Entity or permit an REO-PFAL 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 Secondary Obligor other than a PFAL Portfolio Entity or an REO-PFAL Affiliate of its Subsidiaries non-cash assets which are subject to do Permitted Liens; (4) restrictions existing under any agreement which refinances or replaces any of the foregoing; provided, however, that nothing agreements containing the restrictions in any of clauses (i1) through or (iv) of this Section 7.02(k) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(k5), or any extension, replacement or continuation provided that the terms and conditions of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no restrictions are not materially less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant materially more burdensome to the applicable Person bound thereby than those under the agreement so extended, replaced evidencing or continuedrelating to the Indebtedness refinanced; (C5) any applicable law, rule Permitted Restrictions on payment of dividends by a Mid-Tier Company or regulation 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; (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in by a lease, license, asset sale agreement or similar contract for the conveyance of Portfolio Entity Post-AE other than a PFAL Portfolio Entity under credit agreements under which such property or asset and (2) instrument or other document evidencing Portfolio Entity Post-AE is 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 contractborrower.

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 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 NonRecourse 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 and the other Loan Documents; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(kiii), or any extension, replacement or continuation of so long as the encumbrances and restrictions contained in any such agreement; provided, that, any such encumbrance or restriction refinancing agreement are no more restrictive than the encumbrances and restrictions contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (Fv) which constitute customary restrictions provisions restricting subletting or assignment of any lease of the Company or any Subsidiary or provisions 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 restrict the assignment of such contractagreement or any rights hereunder; and (vi) which constitute restrictions on the sale or other disposition of any Property securing Indebtedness as a result of a Permitted Lien on such 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 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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth that is leased or licensed; (E) in a leasethe case of clause (iv), licenseany agreement, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (E) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (F) customary encumbrances or restrictions imposed by any Permitted Refinancing that is otherwise permitted by the Loan Documents; provided that the encumbrances or restrictions in agreements for the sale of assets on the transfer Indebtedness as extended, refinanced or encumbrance of such assets during an interim period modified are not materially more restrictive than those that existed prior to the closing of the sale of such assets; orextension, refinancing, or modification; (G) customary restrictions and conditions contained in contracts that prohibit any agreement relating to the assignment sale of any property permitted under Section 7.02(c) pending consummation of such contractsale; (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 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 agreement restriction is in effect on the date of this Agreement Issue Date and described on Schedule 7.02(k), or (iv) any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained pursuant to any agreement that extends, refinances, renews or replaces any agreement described in such extendedclause (ii) above, replaced which is not materially more restrictive or continued agreement is no less favorable to the Agents and the Lenders Holders of Securities than the encumbrance or restriction those existing under or pursuant to the agreement so being extended, replaced or continued; (C) any applicable lawrefinanced, 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 contractrenewed.

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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 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 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 agreement in effect on the date of this Agreement Effective Date and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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.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 Subsidiaries of the Parent (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 the Parent or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Parent or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party the Parent or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party the Parent 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 withrestrict: (A) this Agreement and the other Loan Documents; (B) any agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extensionincluding, replacement or continuation of any such agreement; providedwithout limitation, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continuedIndenture; (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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or contract of similar contract for the conveyance of such property or asset and assets; or (2E) instrument or other document evidencing in the case of clause (iv) any holder of 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 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k)Agreement, (ii) pursuant to this Agreement, the CDH Guarantee or any extensioneither Borrower Indenture, replacement or continuation (iii) in connection with the Incurrence of any Debt permitted under clauses (iii) and (vii) of subsection 7.3(b) hereof; provided that such agreement; providedencumbrances or restrictions are required in order to effect such financing and are not materially more restrictive, thattaken 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 such encumbrance or restriction contained in such extendedindustry custom, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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); (Dreasonably acceptable) in the case of clause 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 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, (1v) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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.connection with any

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) 8.11 shall prohibit or restrict compliance with: (Aa) this Agreement and the other Loan Documents and the Senior Debt Loan Documents; (Bb) any agreement in effect on the date of this Agreement and described on Schedule 7.02(k)8.11, or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders Investors than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continued; (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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (Ee) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (Ff) 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 (Gg) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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 Except as otherwise set forth in this Agreement, 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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth that is leased or licensed; or (E) in a leasethe case of clause (iv), licenseany agreement, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (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 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 and the other Loan Documents; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(kiii), or any extension, replacement or continuation of so long as the encumbrances and restrictions contained in any such agreement; provided, that, any such encumbrance or restriction refinancing agreement are no more restrictive than the encumbrances and restrictions contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (Fv) which constitute customary restrictions provisions restricting subletting or assignment of any lease of the Company or any Subsidiary or provisions 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 restrict the assignment of such contractagreement or any rights hereunder; and (vi) which constitute restrictions on the sale or other disposition of any Property securing Indebtedness as a result of a Permitted Lien on such 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 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 agreement 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 Administrative Agent of its compliance thereof), or in each case, any extension, replacement or continuation of any such agreement; provided, that, provided that any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and asset; (2E) 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; 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 Subsidiary to, 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 that by its terms restricts the ability of any Subsidiary of any Loan Party (i) to 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 Company or any of its SubsidiariesSubsidiary, (ii) to - pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Company or any of its SubsidiariesSubsidiary, (iii) to - make loans or advances to any Loan Party the Company or any of its Subsidiaries Subsidiary, or (iv) to - transfer any of its property or assets Property to any Loan Party the Company 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) Subsidiary. The preceding sentence of this Section 7.02(k) 4.12 shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) not apply to any agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extendedany agreement or instrument: (1) existing on the Issue Date, (2) relating to any Property acquired after the Issue Date, replaced or continued agreement is no less favorable to the Agents and the Lenders than so long as the encumbrance or restriction under or pursuant relates only to the agreement Property so extended, replaced or continued;acquired, (C3) relating to any applicable lawIndebtedness of any Person at the date on which the Person was merged or consolidated with or into, rule or regulation acquired by, the Company or a Subsidiary or became a Subsidiary (includingother than Indebtedness incurred as a result of, without limitationor in anticipation of, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstancessuch transaction);, (D4) effecting a renewal, extension, refinancing, refund, repurchase or replacement (or successive extensions, renewals, refinancings, refundings, repurchases or replacements) of Indebtedness issued under an agreement referred to in clauses (1) through (3) of this Section 4.12, so long as the encumbrances and restrictions contained in any such renewal, extension, refinancing, refund, repurchase or replacement agreement, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in the original agreement, as determined in good faith by the Board of Directors, (5) constituting customary provisions restricting subletting or assignment of any lease of the Company or any Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder, (6) constituting restrictions on the sale or other disposition of any Property securing Indebtedness as a result of a Permitted Lien on such Property, (7) constituting any temporary encumbrance or restriction with respect to a Subsidiary under an agreement that has been entered into for the sale or disposition of all or substantially all of the outstanding Capital Stock of or assets of such Subsidiary, provided that such sale or disposition is otherwise permitted under this Indenture, (8) constituting customary restrictions on cash, other deposits or assets imposed by customers and other Persons under contracts entered into in the ordinary course of business, (9) constituting provisions contained in agreements or instruments relating to Indebtedness that prohibit the transfer of all or substantially all of the assets of the obligor under that agreement or instrument unless the transferee assumes the obligations of the obligor under such agreement or instrument or such assets may be transferred subject to such prohibition, (10) relating to Limited Recourse Indebtedness, (11) constituting a requirement that a certain amount of Indebtedness be maintained between a Subsidiary and the Company or another Subsidiary, (12) constituting any encumbrance or restriction with respect to Property under an agreement that has been entered into for the sale or disposition of such Property, provided that such sale or disposition is otherwise permitted under this Indenture, (13) relating to a Person existing at the time that Person is merged or consolidated with or into, or acquired by, the Company or a Subsidiary or becomes a Subsidiary (and not entered into as a result of, or in anticipation of, such transaction), (14) constituting any encumbrance or restriction with respect to Property under a charter, lease or other agreement that has been entered into in the ordinary course of business for the employment of such Property, or (15) in the case of clause (iv)Subsidiaries that are not Wholly Owned Subsidiaries, (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in constituting a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) instrument shareholders 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 contractsimilar agreement.

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 agreement in effect on the date of this Term Loan Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continuedother Term Loan Documents; (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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and asset; or (2vi) in the case of clause (d), 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: (Ai) this Agreement and Agreement, the other Loan DocumentsDocuments and the Existing Second Lien Credit Facility; (Bii) any agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (Ev) customary restrictions on dispositions of real property interests in reciprocal easement agreements; (Fvi) 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 (Gvii) 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 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 agreement agreements in effect on the date of this Agreement and described on Schedule 7.02(k)6.10 and any renewal, or any extension, refinance or replacement or continuation thereof that does not expand the scope of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continuedrestriction; (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), (1) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in that is a lease, license, asset sale agreement conveyance or similar contract for the conveyance in respect of such property or asset and assets; (2e) 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; (Ef) customary agreements related to the Indebtedness permitted under clause (i) of the definition of “Permitted Indebtedness” to the extent any such restrictions on dispositions of real property interests in reciprocal easement are limited to the Foreign Subsidiaries that are parties to such 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) any 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 (i) 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; orassets and (ii) the sale of the Equity Interests or all or substantially all of the assets of a Person during an interim period prior to the closing of such transaction (so long as the proceeds of such transaction are applied to repay the Obligations in full (other than Contingent Indemnity Obligations)); (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; and (I) 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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k), or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (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 agreement in effect on the date of this Agreement and described on Schedule 7.02(k)applicable law, rule, regulation or any extension, replacement or continuation of any such agreement; provided, that, any such encumbrance or restriction contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement so extended, replaced or continuedorder; (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) in the case of clause (iv), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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[reserved]; (Eix) customary restrictions on dispositions Liens permitted to be Incurred under Section 7.08 that limit the right of real property interests in reciprocal easement agreementsthe debtor to dispose of the assets subject to such Liens; (Fx) customary [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 agreements each case, under contracts entered into in the ordinary course of business; (xii) [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 ordinary course for the sale of assets on the transfer employment, charter or encumbrance other hire 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 contractproperty.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create The Company will not, and will not permit any 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 to (ia) to 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, (iib) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party the Company or any of its SubsidiariesSubsidiary, (iiic) to make loans or advances to any Loan Party the Company or any of its Subsidiaries Subsidiary or (ivd) to transfer any of its property Property or assets to any Loan Party the Company or any of its Subsidiaries, 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 and the other Loan Documents; (B) any agreement in effect on the date of this Agreement and described on Schedule 7.02(kiii), or any extension, replacement or continuation of so long as the encumbrances and restrictions contained in any such refinancing agreement; provided, thattaken as whole, any such encumbrance or restriction are no more restrictive than the encumbrances and restrictions contained in such extended, replaced or continued agreement is no less favorable to the Agents and the Lenders than the encumbrance or restriction under or pursuant to the agreement 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), (1) customary restrictions on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset and (2) 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; (Fv) which constitute customary restrictions provisions restricting subletting or assignment of any lease of the Company or any Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (vi) which constitute restrictions on the sale or other disposition of any Property securing Indebtedness as a result of a Permitted Lien on such Property; (vii) which constitute any temporary encumbrances or restrictions with respect to a Subsidiary under an agreement that has been entered into for the sale or disposition of assets on the transfer all or encumbrance of such assets during an interim period prior to the closing substantially all of the outstanding Capital Stock of or Property and assets of each Subsidiary provided that such sale or disposition is otherwise permitted under this Indenture; (viii) which constitute customary restrictions on cash, other deposits or assets imposed by customers and other persons under contracts entered into in the ordinary course of such assetsbusiness; or (Gix) customary restrictions which constitute provisions contained in contracts agreements or instruments relating to Indebtedness that prohibit the assignment transfer of all or substantially all of the assets of the obligor under that agreement or instrument unless the transferee assumes the obligations of the obligor under such contractagreement or instrument or such assets may be transferred subject to such prohibition.