Common use of Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge Clause in Contracts

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Borrower shall not, nor shall it permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Borrower Company shall not, nor shall it permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower Company or any Subsidiary of the Borrower Company or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower Company or any Subsidiary of the Borrower Company to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, 8.9 and (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerCompany, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the BorrowerCompany, (iii) represent Indebtedness of a Subsidiary of the Borrower Company which is not a Loan Party which is permitted byby Section 8.1 (Indebtedness), (iv) arise in connection with any Asset Sale permitted by Section 8.4 (Sale of Assets), (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.3 (Investments) and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 8.1 (Indebtedness), but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness arising under any Indenture or Subordinated Debt), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 8.1(f) (Indebtedness) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Borrower shall not, nor shall it permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the 153 ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted byby Section 8.1 (Indebtedness), (iv) arise in connection with any Asset Sale permitted by Section 8.4 (Sale of Assets), (v) are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under Section 8.3 (Investments) and applicable solely to such Joint Venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 8.1 (Indebtedness), but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 8.1(f) (Indebtedness) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (C) are set forth in any agreements governing Loan Agreement Refinancing Debt, New Incremental Notes, Note Refinancing Indebtedness, the 2022 Subordinated Note Indenture, the 2025 Subordinated Note Indenture or Indebtedness arising under any other Indenture or Sections 8.1 (Indebtedness) (c) or (s), containing substantially similar restrictions to any of the foregoing.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Except pursuant to the Loan Documents and the Senior Unsecured Facility Documents, any agreements governing purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), (e) or (s) (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby, or in the case of a Securitization Facility, the Securitization Assets) and any agreements governing a Securitization Facility, each Borrower shall not, nor and shall it not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the such Borrower or any other Subsidiary of the such Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the such Borrower or any Subsidiary of the such Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Borrower Company shall not, nor shall it permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower Company or any Subsidiary of the Borrower Company or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower Company or any Subsidiary of the Borrower Company to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, 8.9 and (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerCompany, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the BorrowerCompany, (iii) represent Indebtedness of a Subsidiary of the Borrower Company which is not a Loan Party which is permitted byby Section 8.1 (Indebtedness), (iv) arise in connection with any Asset Sale permitted by Section 8.4 (Sale of Assets), (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.3 (Investments) and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 8.1 (Indebtedness), but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness arising under any Indenture or Subordinated Debt), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 8.1(f) (Indebtedness) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Except (i) pursuant to the Loan Documents, (ii) restrictions with respect to the Project Companies existing on the Closing Date as described on Schedule 8.10 (Restrictions on Subsidiary Distributions), or (iii) pursuant to any agreements governing purchase money Indebtedness or Capital Lease Obligations, or acquired secured Indebtedness permitted by Section 8.1(d) or (e)(Indebtedness) (and in the case of any such Indebtedness, any prohibition or limitation shall only be effective against the assets financed or acquired pursuant to such Indebtedness), the Borrower shall not, nor and shall it not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Borrower shall not, nor shall it permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted byby Section 8.1 (Indebtedness), (iv) arise in connection with any Asset Sale permitted by Section 8.4 (Sale of Assets), (v) are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under Section 8.3 (Investments) and applicable solely to such Joint Venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 8.1 (Indebtedness), but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 8.1(f) (Indebtedness) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (C) are set forth in any agreements governing Loan Agreement Refinancing Debt, New Incremental Notes, Note Refinancing Indebtedness, the 2022 Subordinated Note Indenture, the 2025 Subordinated Note Indenture or Indebtedness arising under any other Indenture or Sections 8.1 (Indebtedness) (c) or (s), containing substantially similar restrictions to any of the foregoing.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Except pursuant to the Loan Documents, any Permitted Unsecured Debt Document and any agreements governing purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), (d) or (e) (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), no Borrower shall notshall, nor shall it any Borrower permit any of its Subsidiaries (other than Permitted Joint Ventures) to, (a) agree to enter into or suffer to exist or become effective any Contractual Obligation expressly restricting, or other consensual encumbrance or express restriction of any kind on on, the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the any Borrower or any Subsidiary of the any Borrower or (b) enter into or suffer to exist or become effective any agreement Contractual Obligation prohibiting or limiting the ability of the any Borrower or any Subsidiary of the any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Except pursuant to the Loan Documents and the Senior Notes Documents, neither the Parent nor the Borrower shall notshall, nor shall it they permit any of its their respective Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to (i) pay dividends or make any other distribution with respect to its Stock or Stock Equivalents, (ii) transfer any of funds its properties or assets or (iii) make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower Parent or any other Subsidiary of the Borrower Parent or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower Parent or any Subsidiary of the Borrower Parent to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (iw) customary restrictions contained in any Hedging Contract constituting a Secured Obligation, (x) restrictions on Restricted Payments to any Loan Party for the benefit of holders of Indebtedness of Non-Guarantors (and agents under the resulting facilities) otherwise permitted hereunder, (y) encumbrances on assets acquired by the Parent, the Borrower or any Subsidiary of either of them, as long as such encumbrances related to the assets so acquired and were not created in connection with or in anticipation of such acquisition and (z) encumbrances contained in any agreement for the sale or other disposition of any Subsidiary or Permitted Joint Venture of the Parent in accordance with the terms herewith that restricts distributions by that Subsidiary or Permitted Joint Venture pending such sale or other distribution; and provided, further, that the foregoing clause (a)(ii) shall not apply to (A) exist restrictions in the Indebtedness secured by a Lien permitted hereunder on any asset on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9transfer of such asset, (B) to customary provisions entered into in the extent Contractual Obligations permitted by clause ordinary course of business restricting assignment (Aincluding, in the case of leases, subletting, and, in the case of licenses, sublicensing) are set forth in an agreement evidencing Indebtedness, are set forth in of any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (iiC) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not customary restrictions entered into in contemplation the ordinary course of such Person becoming a Subsidiary business in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements limiting the transfer of the Borrowerassets subject thereto pending the consummation of the sale provided therein, (iiiD) represent Indebtedness customary restrictions in agreements relating to Permitted Joint Ventures or (E) restrictions on cash or other deposit or net worth imposed by customers or contracts entered into in the ordinary course of a Subsidiary of the Borrower which is not a Loan Party which is permitted bybusiness.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Except pursuant to the Loan Documents or, in the case of (a) only, any Permitted Subordinated Debt or Permitted Parent Notes (to the extent the terms thereof related thereto are not more restrictive than those of the Loan Documents), none of Co-Borrower, Parent nor Borrower shall notshall, nor shall it they permit any of its Subsidiaries Restricted Subsidiary to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to (i) pay dividends or make any other distribution with respect to its Stock or Stock Equivalents, (ii) transfer any of funds its properties or assets or (iii) make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Co-Borrower or any Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Co-Borrower or any Restricted Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations; providedPROVIDED, howeverHOWEVER, that the foregoing shall not apply to Contractual Obligations which (v) (i) during the Refinancing Grace Period, restrictions imposed by Indebtedness listed on SCHEDULE 7.11(A) and (ii) from the Initial Closing Date through the Second Closing Date only, restrictions imposed by Indebtedness listed on SCHEDULE 8.1(B), in each case that existed prior to the Initial Closing Date, (w) restrictions imposed by Permitted Non-Compliant Debt that existed prior to the Initial Closing Date, (x) customary restrictions contained in any Hedging Contract constituting a Secured Obligation, (y) encumbrances on assets acquired by Borrower or any of its Subsidiaries, as long as such encumbrances are related to the assets so acquired and were not created in connection with or in anticipation of such acquisition and (z) encumbrances contained in any agreement for the sale or other disposition of any Restricted Subsidiary in accordance with the terms herewith that restricts distributions by such Restricted Subsidiary pending such sale or other distribution; and PROVIDED, FURTHER, that the foregoing clause (a)(ii) shall not apply to (A) exist restrictions in the Indebtedness secured by a Lien permitted hereunder on any asset on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9transfer of such asset, (B) to customary provisions entered into in the extent Contractual Obligations permitted by clause ordinary course of business restricting assignment (Aincluding, in the case of leases, subletting, and, in the case of licenses, sublicensing) are set forth in an agreement evidencing Indebtedness, are set forth in of (or granting of Liens on) any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (iiC) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not customary restrictions entered into in contemplation the ordinary course of such Person becoming a Subsidiary business in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements limiting the transfer of the Borrower, (iii) represent Indebtedness of a Subsidiary assets subject thereto pending the consummation of the Borrower which is not a Loan Party which is permitted bysale provided therein or (D) restrictions on cash or other deposit or net worth requirements imposed by customers or contracts entered into in the ordinary course of business.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Borrower shall not, nor shall it permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted byby Section 8.1 (Indebtedness), (iv) arise in connection with any Asset Sale permitted by Section 8.4 (Sale of Assets), (v) are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under Section 8.3 (Investments) and applicable solely to such Joint Venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 8.1 (Indebtedness), but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 8.1(f) (Indebtedness) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (C) are set forth in any agreements governing Loan Agreement Refinancing Debt, New Incremental Notes, Note Refinancing Indebtedness, the 2019 Senior Note Indenture, the 2020 Subordinated Note Indenture or 133 Credit Agreement AMC Entertainment Inc. Indebtedness arising under any other Indenture or Sections 8.1 (Indebtedness) (c) or (s), containing substantially similar restrictions to any of the foregoing.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Except pursuant to the Loan Documents, the First Mortgage Notes Indenture (or any indenture or agreement pursuant to which the First Mortgage Notes are then outstanding), any agreements governing purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), (d) or (e) (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), any agreement governing Indebtedness permitted by Section 8.1(l) (Indebtedness) and any purchase agreement relating to any Asset Sale not prohibited by Section 8.4 (Sale of Assets), the Borrower shall not, nor not and shall it not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, to the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Except pursuant to the Loan Documents or, in the case of (a) only, any Permitted Subordinated Debt or Permitted Parent Notes (to the extent the terms thereof related thereto are not more restrictive than those of the Loan Documents), none of Ultimate Parent Co-Borrower, Holdco Co-Borrower, Parent nor Arby’s Opco Borrower shall notshall, nor shall it they permit any of its Subsidiaries Restricted Subsidiary to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to (i) pay dividends or make any other distribution with respect to its Stock or Stock Equivalents, (ii) transfer any of funds its properties or assets or (iii) make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Ultimate Parent Co-Borrower or any Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Ultimate Parent Co-Borrower or any Restricted Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations; provided, however, that the foregoing shall not apply to, (u) with respect to Contractual Obligations which clause (ia)(ii) above, the Sponsor Convertible Notes, (v) with respect to New Entities and their Restricted Subsidiaries, restrictions imposed by Indebtedness or law listed on Schedule 8.10, (w) restrictions imposed by Permitted Non-Compliant Debt that existed prior to the Initial Closing Date, (x) customary restrictions contained in any Hedging Contract constituting a Secured Obligation, (y) encumbrances on assets acquired by a Borrower or any Restricted Subsidiaries, as long as such encumbrances are related to the assets so acquired and were not created in connection with or in anticipation of such acquisition and (z) encumbrances contained in any agreement for the sale or other disposition of any Restricted Subsidiary in accordance with the terms herewith that restricts distributions by such Restricted Subsidiary pending such sale or other distribution; and provided, further, that the foregoing clause (a)(ii) shall not apply to (A) exist restrictions in the Indebtedness secured by a Lien permitted hereunder on any asset on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9transfer of such asset, (B) to customary provisions entered into in the extent Contractual Obligations permitted by clause ordinary course of business restricting assignment (Aincluding, in the case of leases, subletting, and, in the case of licenses, sublicensing) are set forth in an agreement evidencing Indebtedness, are set forth in of (or granting of Liens on) any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (iiC) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not customary restrictions entered into in contemplation the ordinary course of such Person becoming a Subsidiary business in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements limiting the transfer of the Borrower, (iii) represent Indebtedness of a Subsidiary assets subject thereto pending the consummation of the Borrower which is not a Loan Party which is permitted bysale provided therein or (D) restrictions on cash or other deposit or net worth requirements imposed by customers or contracts entered into in the ordinary course of business.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Except pursuant to the Loan Documents, the Senior Subordinated Notes Indenture, the First Mortgage Notes Indenture, any agreements governing purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), (d) or (e) (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), any agreement governing Indebtedness permitted by Section 8.1(l) (Indebtedness) and any purchase agreement relating to any Asset Sale not prohibited by Section 8.4 (Sale of Assets), the Borrower shall not, nor not and shall it not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, to the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Borrower Except pursuant to the Loan Documents and any agreements governing purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(c) or (e) (Indebtedness) (in the case of agreements permitted by such clauses, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent shall not, nor and shall it not permit the Borrower or any of its the Restricted Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture, to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the Borrower or any Subsidiary securities, assets and revenues of the Borrower such Joint Venture, to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided. 76 COLLECTIVE BRANDS FINANCE, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted byINC.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Except pursuant to the Loan Documents, any Permitted Unsecured Debt Document and any agreements governing purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), (d) or (e) (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), no Borrower shall notshall, nor shall it any Borrower permit any of its Subsidiaries (other than Permitted Joint Ventures) to, (a) agree to enter into or suffer to exist or become effective any Contractual Obligation expressly restricting, or other consensual encumbrance or express restriction of any kind on on, the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the any Borrower or any Subsidiary of the any Borrower or (b) enter into or suffer to exist or become effective any agreement Contractual Obligation prohibiting or limiting the ability of the any Borrower or any Subsidiary of the any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, 122 AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. The Except pursuant to (i) the Loan Documents, (ii) any agreements governing purchase money Indebtedness or Capital Lease Obligations permitted by clauses (b), (d) or (e) of Section 8.1 (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (iii) the Standstill Agreement, (iv) the DM Notes and the DM Agreement, (v) the Orders, (vi) the Pre-Petition Facility, (vii) the agreements listed on Schedule 8.10 (Existing Restrictive Agreements), (viii) the European A/R Facility, (ix) any agreements governing Indebtedness permitted by clauses (m), (n) or (o) of Section 8.1 (Indebtedness), (x) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any of its Subsidiaries, and (xi) customary provisions restricting assignment of any licensing agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business, such Borrower shall not, nor and shall it not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the such Borrower or any other Subsidiary of the such Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the such Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations; provided, however, that the foregoing shall not apply to Contractual Obligations which (i) (A) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.9) are listed on Schedule 8.9, (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary 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, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by.