Common use of Negative Pledge Clauses Clause in Contracts

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, other than (a) restrictions and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunder.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of the Company Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired other than (a) restrictions and conditions in this Agreement, the other Loan Documents, and other agreements governing such Indebtedness, (b) any Indebtedness agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), (c) any documentation agreement governing the Senior any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) any credit agreementsrestrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, indentures (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or similar is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or outstanding permitted to exist under Section 8.2(t), (g) 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, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 6.18 to 8.2 (provided that such restrictions do not restrict the extent such agreements contain applicable Lien restrictions, in Liens securing the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofObligations), (bi) customary restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and conditions contained in agreements relating limited to Dispositions permitted by Section 6.14 pending the consummation of such Dispositionscash or deposit, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (dj) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements agreement entered into in the ordinary course of business, (fk) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned imposed by any Restricted Subsidiary Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on the Execution Date)cash or other deposits or net worth imposed by customers, so long as such contractual obligations were not suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect ordinary course of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderbusiness.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions (i) this Agreement and conditions in this Agreement, the other Loan Documents, (ii) any agreement governing any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 7.2 to the extent such prohibition or limitation is customary in agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, type and in any event so long as such agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect thereofof the Loans or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not materially more restrictive than the documents governing the Indebtedness being refinanced, as applicable, taken as a whole, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement in effect at the time any Subsidiary becomes a Restricted Subsidiary of the Parent Borrower, so long as such prohibition or limitation applies only to such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Parent Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.13 contained therein, (d) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be,(e) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary or any assets pending the consummation of such Dispositionssale, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if provided that such restrictions or conditions apply only to the property Restricted Subsidiary or assets securing that is to be sold and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases sale is permitted hereunder and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) customary restrictions and conditions binding on a Restricted Subsidiary or its assets at in the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by definitive documentation governing any Restricted Subsidiary on the Execution Date)Permitted Receivables Facility, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (restrictions relate only to the extent permitted accounts receivable subject to survive the Acquisition pursuant such Permitted Receivables Facility and/or to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before distributions from any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderReceivables Subsidiary.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions (i) this Agreement and conditions in this Agreement, the other Loan Documents, (ii) any agreement governing any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date7.2(v), so long as any such contractual obligations were agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing in respect of the Loans or Indebtedness incurred pursuant to Section 7.2(v), in each case, with respect to this clause (iii), so long as any such agreement is not more restrictive than the Loan Documents and such Indebtedness, as applicable, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or assets being acquiredreplaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.13 contained therein or (gd) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in partnership agreementsleases, subleases, licenses or sublicenses, so long as such restrictions are limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted property or assets subject to survive such leases, subleases, licenses or sublicenses, as the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereundercase may be.

Negative Pledge Clauses. The Company UK Holdco will not, and will not permit any of the Restricted Subsidiary Subsidiaries that is a Loan Party to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company UK Holdco or any Restricted Subsidiary Group Member that is a Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesrevenues that constitutes Collateral, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any Indebtedness agreements evidencing or governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), any documentation governing (c) customary restrictions on the Senior Notesassignment of leases, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, licenses and contracts entered into in the good faith determination ordinary course of the Companybusiness, not materially less favorable to the Lenders than those contained (d) any agreement in customary documentation governing similar Indebtedness in the market effect at the time any Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofPerson becoming a Restricted Subsidiary, (be) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided that such restrictions or and conditions apply only to the property Restricted Subsidiary that is to be sold (or whose assets securing are to be sold) and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Liensale is permitted hereunder), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary existing on the Execution Closing Date and any amendments or assets owned by any Restricted Subsidiary on the Execution Date), modifications thereto so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary amendment or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets thatmodification, taken as a whole, are immaterialdoes not expand the scope of any such restriction or condition in any material respect as determined by the Borrower Representative in good faith, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Non-Guarantor Subsidiaries permitted under Section 7.2; provided that such Indebtedness is only with respect to the assets of Non-Guarantor Subsidiaries, (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (i) restrictions contained in agreements governing the Senior Secured Notes and (j) restrictions contained in agreements governing Indebtedness, Preferred Stock or Disqualified Stock permitted by Section 7.2 that (x) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower Representative in good faith judgment of faith) or (y) will not materially impair the Company, such conditions would not have a material adverse effect on Borrowers’ obligation or ability to make any payments required hereunder (as determined by the ability of any Borrower to satisfy its Obligations hereunderRepresentative in good faith).

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under this Agreement or the other Loan Documents (to the extent that such limitation would have the effect of prohibiting Holdings, the Borrower or any of its Subsidiaries from granting a Lien on any of its assets to secure all obligations under this Agreement and the other Loan Documents in respect of a principal amount of Indebtedness that is not greater than the excess of (i) (x) the First Lien Term Cap on the Restatement Effective Date plus (y) the Revolving Commitment Cap minus (ii) the principal amount of First Lien Notes at any time and the principal amount of Indebtedness repaid under this Agreement from the proceeds of asset sales and casualty events) other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) pursuant to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the maximum aggregate liabilities of Holdings, the Borrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) [Reserved], (e) pursuant to agreements governing Indebtedness permitted by assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 6.18(i7.7(f) or (iv)h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (f) as contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements other agreement governing Indebtedness permitted to be incurred or outstanding pursuant to secured by Liens described in Section 6.18 to the extent 7.3(o) so long as such agreements contain applicable Lien restrictions, restrictions are no more onerous in the good faith determination of the Company, not materially less favorable to the Lenders any material respect than those contained in customary documentation governing similar Indebtedness the CCO Senior Note Indenture and the related collateral and guarantee agreement as in effect on the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofRestatement Effective Date, (bg) customary restrictions and conditions as contained in agreements relating to Dispositions permitted by any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness of Holdings described in Section 6.14 pending the consummation of such Dispositions7.3(e), (ci) restrictions or conditions imposed by (m) or Indebtedness of any agreement relating to secured Indebtedness permitted by this Agreement if Qualified Parent Company, in each case, so long as such restrictions or conditions apply only to the property or assets securing such Indebtedness are no more onerous in any material respect than those contained in any QPC Indenture or the Persons obligated thereonHoldings Credit Documents as in effect on the Restatement Effective Date, (dh) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements licenses entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary business or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by as required in any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation)franchise permit, (i) with respect customary restrictions in an agreement to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent Dispose of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary assets in the banking industry or arising pursuant a transaction permitted under Section 7.5 solely to the applicable banking institution’s general terms extent that such restriction applies solely to the assets to be so Disposed and conditions) or (j) restrictions as contained in respect of assets that, taken the Silo Credit Agreements or the Silo Guarantee and Collateral Agreements as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderRestatement Effective Date.

Negative Pledge Clauses. The Company will Borrower shall not, and will shall not permit any Restricted Subsidiary Guarantor to, enter into or suffer to exist or become effective any agreement contractual obligation that prohibits or limits the ability of the Company or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure its obligations under the Loan Documents to which it is a party; provided that the foregoing shall not prohibit the requirement of granting an equal and ratable Lien in favor of the holders of any Lien upon any of its property or revenuesdebt securities if liens are granted to secure the obligations under the Loan Documents; provided, whether now owned or hereafter acquiredfurther, other than that the foregoing shall not apply to (ai) customary restrictions contained in the definitive documents for secured Indebtedness permitted pursuant to this Agreement so long as such restrictions apply only to the assets that are collateral for such Indebtedness; (ii) restrictions and conditions contained in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent this Agreement so long as such agreements contain applicable Lien restrictionsrestrictions are, in the good faith determination judgment of the CompanyBorrower, not materially less favorable to more restrictive taken as a whole than customary market terms for Indebtedness of such type and which would permit Liens securing the Lenders than those contained obligations under the Loan Documents as in customary documentation governing similar Indebtedness in the market effect at the time of such incurrence, and restrictions are entered into (including based on the Aggregate Commitment then applicable hereunder); (iii) restrictions imposed by law or any Permitted Refinancing Indebtedness in respect thereofLoan Document, (biv) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 a sale of a Subsidiary or of any assets of a Loan Party, in each case pending the consummation of such Dispositionssale, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if provided such restrictions or and conditions apply only to the property Subsidiary or assets securing that are sold and such Indebtedness or the Persons obligated thereonsale is permitted hereunder, (dv) customary provisions in leases and other contracts restricting the assignmentleases, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer or encumbrance of assets of, leasehold interests or ownership interests in, the relevant in such partnership, limited liability company, joint venture or similar Person, (hvi) any instrument governing Indebtedness assumed customary provisions in connection with leases and other contracts restricting the Acquisition assignment thereof and (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (ivii) with respect to bank deposit accounts, customary restrictions on cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary other deposits imposed by customers under contracts entered into in the banking industry ordinary course of business or arising pursuant applicable to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderother deposits constituting Permitted Liens.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Holdings or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in any agreements relating to Dispositions governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 6.14 pending this Agreement (in which case, any prohibition or limitation shall only be effective against the consummation of such Dispositionsassets financed thereby and the proceeds thereof), (c) restrictions software and other Intellectual Property licenses pursuant to which Holdings or conditions imposed by such Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be, (in which case, any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions prohibition or conditions apply limitation shall relate only to the property or assets securing such Indebtedness or subject of the Persons obligated thereonapplicable license), (d) Contractual Obligations incurred in the ordinary course of business and on customary provisions in leases and other contracts restricting terms which limit Liens on the assignment, subletting or other transfer thereof (including assets subject of the granting of any Lien)applicable Contractual Obligation, (e) restrictions any agreements regarding Indebtedness or conditions imposed by restrictions other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries), (f) prohibitions and limitations in effect on cash the date hereof and listed on Schedule 7.13, (g) customary provisions contained in joint venture agreements and other deposits or net worth provisions in leases and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (fh) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (i) customary restrictions and conditions binding on a Restricted Subsidiary contained in any agreement relating to an asset sale permitted by Sections 7.4 or its assets 7.5, (j) any agreement in effect at the time such Restricted Subsidiary first any Person becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Subsidiary, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredSubsidiary, (gk) restrictions in any agreements or instruments relating to any Indebtedness permitted to be incurred by this Agreement (i) that are consistent with prevailing market practice for similar types of Indebtedness at the time such restrictions are incurred or (ii) to which the Administrative Agent has not objected after having been afforded a period of at least five Business Days to review such restrictions and (l) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer restricting assignment of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary agreement entered into in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect ordinary course of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderbusiness.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any Indebtedness agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), any documentation governing (c) the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, Notes Documents and any Permitted Refinancing Indebtedness in respect thereof, (bd) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (f) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness any transaction permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness under Section 8.4 or the Persons obligated thereonsale of any property permitted under Section 8.5, (diii) customary provisions in leases and other contracts restricting the assignment, restricts subletting or other transfer thereof (including the granting assignment of leasehold interests contained in any lease governing a leasehold interest of any Lien)Group Member, (eiv) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions exists in leases and other agreements entered into any agreement in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets effect at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on of the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Borrower, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredSubsidiary, (gv) customary provisions exists in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Acquisition Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentationin clause (b), (ic), (d), (e), (f), (g)(iv) or (g)(v); provided that such amendments and refinancings are no more materially restrictive with respect to bank deposit accounts, cash sweep arrangements, cash management services such prohibitions and limitations than those in effect prior to such amendment or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted refinancing (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that determined in good faith judgment and, if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderBorrower).

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Holdings or any Restricted Subsidiary of Holdings to create, incur, assume or suffer to exist incur any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any Indebtedness agreements evidencing or governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), any documentation governing (c) customary restrictions on the Senior Notesassignment of leases, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, licenses and contracts entered into in the good faith determination ordinary course of the Companybusiness, not materially less favorable to the Lenders than those contained (d) any agreement of a Person in customary documentation governing similar Indebtedness in the market effect at the time such Person becomes a Restricted Subsidiary of Holdings provided that such agreement was not entered into in contemplation of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofPerson becoming a Restricted Subsidiary of Holdings, (be) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary of Holdings (or the assets of a Restricted Subsidiary of Holdings) pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided that such restrictions or and conditions apply only to the property Restricted Subsidiary of Holdings that is to be sold (or whose assets securing are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date identified on Schedule 9.12 and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries that are not Subsidiary Guarantors or Non-Guarantor Subsidiaries permitted under Section 9.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries that are not Subsidiary Guarantors or the Persons obligated thereonNon-Guarantor Subsidiaries, (dh) customary provisions in leases joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other contracts restricting the assignmentsimilar agreements, subletting (i) agreements evidencing or other transfer thereof governing Indebtedness permitted under Sections 9.2(b), (including the granting of any Lienc), (d), (e), (g), (i), (j), (h), (r) restrictions or conditions imposed by (w) or any Permitted Refinancing thereof, and (j) restrictions on cash and or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent business of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderGroup Members.

Negative Pledge Clauses. The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any Indebtedness agreements evidencing or governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), any documentation governing (c) customary restrictions on the Senior Notesassignment of leases, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, licenses and contracts entered into in the good faith determination ordinary course of the Companybusiness, not materially less favorable to the Lenders than those contained (d) any agreement in customary documentation governing similar Indebtedness in the market effect at the time any Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofPerson becoming a Restricted Subsidiary, (be) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided that such restrictions or and conditions apply only to the property Restricted Subsidiary that is to be sold (or whose assets securing are to be sold) and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Liensale is permitted hereunder), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary existing on the Execution Closing Date and any amendments or assets owned by any Restricted Subsidiary on the Execution Date), modifications thereto so long as such contractual obligations were amendment or modification does not entered into solely expand the scope of any such restriction or condition in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredany material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 6.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or Non-Guarantor Subsidiaries, (h) customary provisions in partnership joint venture agreements, limited liability company governance documentsoperating agreements, joint venture partnership agreements, stockholders agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), and (i) with respect customary restrictions and conditions contained in agreements relating to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderSale Leaseback Transactions.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions and conditions in (i) this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any the Term Loan Documents and the documentation governing the Senior NotesAsia Facility, (ii) any credit agreements, indentures or similar agreements agreement governing any Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 7.2 to the extent such prohibition or limitation is customary in agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, type and in any event so long as such agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect thereofof the Loans, the Term Loans or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not more restrictive than the Loan Documents, the Term Loan Documents or the documents governing the Indebtedness being refinanced, as applicable, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement in effect at the time any Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such prohibition or limitation applies only to such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.13 contained therein, (d) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (e) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary or any assets pending the consummation of such Dispositionssale, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if provided that such restrictions or conditions apply only to the property Restricted Subsidiary or assets securing that is to be sold and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases sale is permitted hereunder and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) customary restrictions and conditions binding on a Restricted Subsidiary or its assets at in the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by definitive documentation governing any Restricted Subsidiary on the Execution Date)Permitted Receivables Facility, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (restrictions relate only to the extent permitted accounts receivable subject to survive the Acquisition pursuant such Permitted Receivables Facility and/or to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before distributions from any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderReceivables Subsidiary.

Negative Pledge Clauses. The Company Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, enter into or suffer permit to exist any Contractual Obligation (other than this Agreement, any other Credit Document, any Permitted Additional Debt Documents related to any secured Permitted Additional Debt or become effective any agreement document governing any secured Credit Agreement Refinancing Indebtedness and any documentation governing any Permitted Refinancing Indebtedness Incurred to Refinance any such Indebtedness) that prohibits or limits the ability of the Company Borrower or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Obligations or under the Credit Documents; provided that the foregoing shall not apply to Contractual Obligations that in any Lien upon any of its property or revenues, whether now owned or hereafter acquired, other than material respect: (ai) restrictions (x) exist on the Closing Date and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable otherwise permitted by this Section 10.8) are listed on Schedule 10.8 hereto and (y) to the Lenders than those contained extent Contractual Obligations permitted by clause (x) are set forth in customary documentation governing similar an agreement evidencing Indebtedness or other obligations, are set forth in the market at the time of such incurrence, and any agreement evidencing any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating Incurred to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing Refinance such Indebtedness or obligation so long as such Permitted Refinancing Indebtedness does not materially expand the Persons obligated thereon, scope of such Contractual Obligation (das determined in good faith by the Borrower), (ii) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions are binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on of the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Borrower, so long as such contractual obligations Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower that is not a Credit Party to the extent such Indebtedness is permitted by Section 10.1, (iv) arise pursuant to agreements entered into with respect to any sale, transfer, lease, license or other Disposition permitted by Section 10.4, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale, transfer, lease, license or other Disposition of the Capital Stock of such Subsidiary, and applicable solely to assets being acquiredunder such sale, transfer, lease, license or other Disposition, (gv) are customary provisions in Joint Venture agreements, partnership agreements, limited liability company organizational governance documentsdocument, joint venture agreements and other similar agreements that restrict applicable to partnerships, limited liability companies, Joint Ventures and similar Persons permitted by Section 10.5 or Section 10.6 and applicable solely to such Persons or the transfer of assets ofownership therein, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.1, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (but solely to the extent permitted to survive the Acquisition pursuant any negative pledge relates to the Acquisition Documentation)property financed by or the subject of such Indebtedness, (vii) are customary restrictions on leases, subleases, service agreements, product sales, licenses and sublicenses (i) including with respect to bank deposit accounts, cash sweep arrangements, cash management services Intellectual Property) or cash pooling arrangements, conditions asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.1 to the extent that require consent such restrictions apply only to the specific property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment or transfers of any lease governing a leasehold interest of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company Borrower or any Restricted Subsidiary Subsidiary, (x) are enacted customary provisions restricting assignment of any agreement (with each or the assets subject thereto) entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits or net worth imposed (including by customers) under agreements entered into in the ordinary course of business, (xii) are imposed by Applicable Law, (xiii) are customary net worth provisions contained in real property leases entered into by Subsidiaries of the foregoing being within Borrower, so long as the general parameters customary Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the banking industry or arising pursuant ability of the Borrower and its Subsidiaries to meet their ongoing obligation; (xiv) comprise restrictions imposed by any agreement governing Indebtedness entered into after the applicable banking institution’s general terms Closing Date and conditions) or (j) restrictions in respect of assets thatpermitted under Section 10.1 that are, taken as a whole, are immaterial, provided that in good the good-faith judgment of the CompanyBorrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such conditions would type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not have materially impair its obligation or ability to make any payments required hereunder, (xv) arise in connection with purchase money obligations for property acquired in the ordinary course of business or Financing Lease Obligations; (xvi) arise in connection with any agreement or other instrument of a material adverse effect on Person or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the ability Borrower or any of its Restricted Subsidiaries, or any other transaction is entered into with any such Acquisition, merger, consolidation or amalgamation, in existence at the time of such Acquisition or at the time it merges, consolidates or amalgamates with or into the Borrower or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any such case, 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 so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired or redesignated; (xvii) are restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to satisfy such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xviii) are provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by the Borrower and its Obligations hereunderRestricted Subsidiaries of such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property); (xix) arise in connection with cash or other deposits imposed by agreement permitted under Section 10.2, Section 10.5 or Section 10.6 entered into in the ordinary course of business; (xx) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xxi) restrictions created in connection with any Qualified Receivables Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Qualified Receivables Facility; and (xxii) are any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xxi) of this Section 10.8; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good-faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesProperty, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than than: (a) restrictions and conditions in this Agreement, the other Loan Documents, Documents and any Indebtedness permitted by Section 6.18(iIntercreditor Agreement; (b) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness and/or other obligations secured by a Lien permitted by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets subject to be incurred or outstanding such Liens permitted by this Agreement); (c) software and other Intellectual Property licenses pursuant to Section 6.18 which such Loan Party is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the extent such agreements contain assets subject to the applicable Lien restrictions, license); (d) Contractual Obligations incurred in the good faith determination ordinary course of business which (i) limit Liens on the assets that are the subject of the Companyapplicable Contractual Obligation or (ii) contain customary provisions restricting the assignment, transfer or pledge of such agreements; (e) any agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not materially less favorable to prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the Lenders than those assets of such Non-Guarantor Subsidiary and its Subsidiaries); (f) prohibitions and limitations in effect on the Closing Date and listed on Schedule 7.12; (g) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures and other non-wholly owned entities not prohibited by this Agreement; (h) customary documentation provisions restricting the subletting, assignment, pledge or other transfer of any lease governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, a leasehold interest; (bi) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured any Disposition of Property, leases, subleases, licenses, sublicenses, cross license, pooling and similar agreements not prohibited hereunder; (j) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower or is merged with or into the Borrower or a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower or a party to such merger; (k) restrictions imposed by applicable law or regulation or license requirements; (l) restrictions in any agreements or instruments relating to any Indebtedness permitted to be incurred by this Agreement (including indentures, instruments or agreements governing any New Incremental Debt, indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of each of the foregoing) (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive on the Restricted Subsidiaries than the encumbrances contained in this Agreement (as determined in good faith by the Borrower) or (ii) if such encumbrances and restrictions or are customary for similar financings in light of prevailing market conditions apply only at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the property Security Documents; (m) restrictions in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(y) relating solely to the assets or assets securing proceeds thereof secured by such Indebtedness or the Persons obligated thereon, Indebtedness; (dn) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements agreement entered into in the ordinary course of business; (o) restrictions arising in connection with cash or other deposits not prohibited hereunder and limited to such cash or other deposit; (p) restrictions set forth in any documentation governing Term Pari Passu Obligations, including the Term Loan Documents; (fq) restrictions and conditions binding on a Restricted Subsidiary that arise in connection with any Dispositions permitted by Section 7.5; provided, however, that such restrictions and conditions shall apply only to the property subject to such Disposition; (r) any agreement or restriction relating to the Target or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary business in effect on the Execution Closing Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were restriction is not entered into solely created in contemplation of such Person becoming a Restricted Subsidiary acquisition; and (s) the foregoing shall not apply to any restrictions or assets being acquiredconditions imposed by any amendments, (g) customary provisions in partnership agreementsmodifications, limited liability company governance documentsrestatements, joint venture agreements and other similar agreements that restrict the transfer of assets ofrenewals, increases, supplements, refundings, replacements or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent refinancings of the bank before any lien contracts, instruments or pledge arrangement securing other obligations referred to in clauses (a) through (r) above, provided, that the restrictions and liabilities of the Company conditions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets thatrefinancings are, taken as a whole, are immaterial, provided that in good faith judgment of the CompanyBorrower no more restrictive than those restrictions and conditions in effect immediately prior to such amendment, such conditions would not have a material adverse effect on modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing under the ability of any Borrower to satisfy its Obligations hereunderapplicable contract, instrument or other obligation.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions and conditions in (i) this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any the ABL Loan Documents and the documentation governing the Senior NotesAsia Facility, (ii) any credit agreements, indentures or similar agreements agreement governing any Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 7.2 to the extent such prohibition or limitation is customary in agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, type and in any event so long as such agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect thereofof the Loans, the ABL Loans or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not more restrictive than the Loan Documents, the ABL Loan Documents or the documents governing the Indebtedness being refinanced, as applicable, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement in effect at the time any Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such prohibition or limitation applies only to such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.13 contained therein, (d) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be,(e) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary or any assets pending the consummation of such Dispositionssale, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if provided that such restrictions or conditions apply only to the property Restricted Subsidiary or assets securing that is to be sold and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases sale is permitted hereunder and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) customary restrictions and conditions binding on a Restricted Subsidiary or its assets at in the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by definitive documentation governing any Restricted Subsidiary on the Execution Date)Permitted Receivables Facility, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (restrictions relate only to the extent permitted accounts receivable subject to survive the Acquisition pursuant such Permitted Receivables Facility and/or to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before distributions from any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderReceivables Subsidiary.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of the Company or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired for the benefit of the Lenders with respect to the Obligations other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in agreements relating to Dispositions permitted by Section 6.14 pending which case, any prohibition or limitation shall only be effective against the consummation of such Dispositionsassets financed thereby), (c) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to substantially all of the property Capital Stock or assets securing of such Indebtedness or the Persons obligated thereonSubsidiary, (d) customary provisions in leases leases, licenses and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien)assignment thereof, (e) restrictions any other agreement that does not restrict in any manner (directly or conditions imposed indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by restrictions virtue of the granting of Liens on cash or pledge of Property of any Loan Party to secure the Obligations and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions binding on contained in any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a Restricted Subsidiary or its assets leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Subsidiary, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredSubsidiary, (gv) customary provisions exists in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Acquisition Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired, (vi) exists on the Restatement Effective Date and are listed on Schedule 7.12, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, or (viii) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to survive the Acquisition pursuant to the Acquisition Documentation), (i) in this Section 7.12; provided that such amendments and refinancings are no more materially restrictive with respect to bank deposit accounts, cash sweep arrangements, cash management services such prohibitions and limitations than those in effect prior to such amendment or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted refinancing (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that determined in good faith judgment and certified in writing to the Administrative Agent by a Responsible Officer of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderBorrower).

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (aa)(i) restrictions and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) Documents and the Second Lien Loan Documents (or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofof the Second Lien Loans, so long as any such prohibition or limitation included in any such documentation governing any such Permitted Refinancing Indebtedness is no more restrictive than the applicable prohibition or limitation included in the Second Lien Loan Documents) and (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as any such agreement is not more restrictive than the Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.14 contained therein, (d) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be or (e) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary or any assets pending the consummation of such Dispositionssale, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if provided that such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements that is to be sold and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent such sale is permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunder.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any of their respective Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesProperty, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than than: (a) restrictions and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing Documents and the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, Notes Indenture; (b) customary restrictions any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, proceeds thereof); (c) restrictions software and other Intellectual Property licenses pursuant to which Holdings, the Borrower or conditions imposed by such Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions prohibition or conditions apply limitation shall relate only to the property or assets securing such Indebtedness or that are the Persons obligated thereon, subject of the applicable license); (d) Contractual Obligations incurred in the ordinary course of business containing customary terms which limit Liens on the assets that are the subject of the applicable Contractual Obligation and customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), such Contractual Obligations; (e) restrictions any agreements regarding Indebtedness or conditions imposed by restrictions other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries); (f) prohibitions and limitations in effect on cash the date hereof and listed on Schedule 7.12; (g) customary provisions contained in joint venture agreements and other deposits or net worth provisions in leases and other similar agreements applicable to joint ventures entered into in the ordinary course of business, ; (fh) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest; (i) customary restrictions and conditions binding on a Restricted Subsidiary or its assets contained in any agreement relating to any Disposition of Property not prohibited hereunder; (j) any agreement in effect at the time such Restricted Subsidiary first any Person becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Subsidiary, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, Subsidiary; (gk) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, restrictions imposed by applicable law; (hl) restrictions imposed by any instrument governing Permitted Other Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) that are consistent with respect the definition thereof or otherwise consistent with prevailing market practice for similar types of Indebtedness at the time such restrictions are incurred and (ii) to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent which the Administrative Agent has not objected after having been afforded a period of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted at least five Business Days to review such restrictions; (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (jm) restrictions in respect of Indebtedness secured by Liens permitted by Section 7.3(h) relating solely to the assets that, taken as a whole, are immaterial, provided that in good faith judgment of or proceeds thereof secured by such Indebtedness to the Company, extent required to be so limited by such conditions would not have a material adverse effect on the ability Sections; and (n) customary provisions restricting assignment of any Borrower to satisfy its Obligations hereunderagreement entered into in the ordinary course of business.

Negative Pledge Clauses. The Company Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, enter into or suffer permit to exist or become effective any agreement Contractual Obligation (other than this Agreement, any other Credit Document, any Permitted Additional Debt Documents related to any secured Permitted Additional Debt, any document governing any secured Credit Agreement Refinancing Indebtedness, the Senior Unsecured Notes Documents, any document governing any Term Loan Exchange Notes and any documentation governing any Permitted Refinancing Indebtedness Incurred to Refinance any such Indebtedness) that prohibits or limits the ability of the Company Borrower or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Obligations or under the Credit Documents; provided that the foregoing shall not apply to Contractual Obligations that in any Lien upon any of its property or revenues, whether now owned or hereafter acquired, other than material respect: (ai) restrictions (x) exist on the Closing Date and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable otherwise permitted by this Section 10.8) are listed on Schedule 10.8 hereto and (y) to the Lenders than those contained extent Contractual Obligations permitted by clause (x) are set forth in customary documentation governing similar an agreement evidencing Indebtedness or other obligations, are set forth in the market at the time of such incurrence, and any agreement evidencing any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating Incurred to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing Refinance such Indebtedness or obligation so long as such Permitted Refinancing Indebtedness does not materially expand the Persons obligated thereon, scope of such Contractual Obligation (das determined in good faith by the Borrower), (ii) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions are binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on of the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Borrower, so long as such contractual obligations Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower that is not a Credit Party to the extent such Indebtedness is permitted by Section 10.1, (iv) arise pursuant to agreements entered into with respect to any sale, transfer, lease, license or other Disposition permitted by Section 10.4, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale, transfer, lease, license, or other Disposition of the Capital Stock of such Subsidiary, and applicable solely to assets being acquiredunder such sale, transfer, lease or other Disposition, (gv) are customary provisions in Joint Venture agreements, partnership agreements, limited liability company organizational governance documentsdocument, joint venture agreements and other similar agreements that restrict applicable to partnerships, limited liability companies, Joint Ventures and similar Persons permitted by Section 10.5 or Section 10.6 and applicable solely to such Persons or the transfer of assets ofownership therein, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.1, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (but solely to the extent permitted to survive the Acquisition pursuant any negative pledge relates to the Acquisition Documentation)property financed by or the subject of such Indebtedness, (vii) are customary restrictions on leases, subleases, service agreements, product sales, licenses and sublicenses (i) including with respect to bank deposit accounts, cash sweep arrangements, cash management services Intellectual Property) or cash pooling arrangements, conditions asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.1 to the extent that require consent such restrictions apply only to the specific property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment or transfers of any lease governing a leasehold interest of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company Borrower or any Restricted Subsidiary Subsidiary, (x) are enacted customary provisions restricting assignment of any agreement (with each or the assets subject thereto) entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits or net worth imposed (including by customers) under agreements entered into in the ordinary course of business, (xii) are imposed by Applicable Law, (xiii) are customary net worth provisions contained in real property leases entered into by Subsidiaries of the foregoing being within Borrower, so long as the general parameters customary Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the banking industry or arising pursuant ability of the Borrower and its Subsidiaries to meet their ongoing obligation; (xiv) comprise restrictions imposed by any agreement governing Indebtedness entered into after the applicable banking institution’s general terms Closing Date and conditions) or (j) restrictions in respect of assets thatpermitted under Section 10.1 that are, taken as a whole, are immaterial, provided that in good the good-faith judgment of the CompanyBorrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such conditions would type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not have materially impair its obligation or ability to make any payments required hereunder, (xv) arise in connection with purchase money obligations for property acquired in the ordinary course of business or Financing Lease Obligations; (xvi) arise in connection with any agreement or other instrument of a material adverse effect on Person or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the ability Borrower or any of its Restricted Subsidiaries, or any other transaction is entered into with any such Acquisition, merger, consolidation or amalgamation, in existence at the time of such Acquisition or at the time it merges, consolidates or amalgamates with or into the Borrower or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any such case, 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 so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired or redesignated; (xvii) are restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to satisfy such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xviii) are provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by the Borrower and its Obligations hereunderRestricted Subsidiaries of such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property); (xix) arise in connection with cash or other deposits imposed by agreement permitted under Section 10.2, Section 10.5 or Section 10.6 entered into in the ordinary course of business; (xx) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xxi) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Receivables Facility; and (xxii) are any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xxi) of this Section 10.8; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good-faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted of its Subsidiaries (other than Excluded Subsidiaries (except to the extent any Subsidiary is an Excluded Subsidiary solely pursuant to clause (iii) of the definition thereof)) to create, incur, assume or suffer to exist any Lien upon any of its property (other than Company Stock and other Excluded Assets) or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than than: (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents; (b) any agreements governing secured Indebtedness permitted hereby (in which case, any Indebtedness permitted by Section 6.18(iprohibition or limitation shall only be effective against the assets securing such Indebtedness) or Permitted Receivables Financings (iv)in which case, any documentation governing prohibition or limitation shall only be effective against the Senior Notesassets included in such Permitted Receivables Financing); (c) restrictions by reason of customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any credit Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements, indentures asset sale agreements, trading, netting, operating, construction, service, supply, purchase, sale or similar other agreements governing Indebtedness permitted to be incurred entered into in the ordinary course of business or outstanding pursuant to Section 6.18 consistent with past practice (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the extent relevant Covered Agreement and/or the property or assets secured by such agreements contain applicable Liens or the property or assets subject to such Covered Agreement); (d) customary restrictions on the creation of Liens on any property or assets arising under a security agreement governing a Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, permitted under this Agreement; (be) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Subsidiary or any assets pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided such restrictions or and conditions apply only to the property Subsidiary or assets securing that are to be sold and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, sale is permitted hereunder; (f) customary restrictions and conditions binding on a Restricted Subsidiary in Intellectual Property license agreements; (g) any encumbrance or its assets at restriction assumed in connection with an acquisition of the time such Restricted Subsidiary first becomes a Restricted Subsidiary property or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by Capital Stock of any Restricted Subsidiary on the Execution Date)Person, so long as such contractual obligations were encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not entered into solely created in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, acquisition; (gh) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict (i) relating to the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar PersonPerson (or any “shell company” Company with respect thereto), (hii) relating to such joint venture or its members and/or (iii) otherwise entered into in the ordinary course of business; (i) restrictions on cash or other deposits permitted under Section 7.3 and/or 7.7 and any instrument governing Indebtedness assumed net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in connection with the Acquisition ordinary course of business or for whose benefit such cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), to the extent permitted the assets or property subject to survive such restriction are in excess of $10,000,000, set forth on Schedule 7.13; (k) restrictions arising under or as a result of applicable Requirements of Law or the Acquisition pursuant to the Acquisition Documentation)terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (il) restrictions with respect to bank deposit accountsany Subsidiary that was previously an Unrestricted Subsidiary, cash sweep arrangements, cash management services pursuant to or cash pooling arrangements, conditions by reason of an agreement that require consent such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Subsidiary; provided that such agreement was not entered into in anticipation of the bank before such Subsidiary or such Unrestricted Subsidiary becoming a Subsidiary and any lien such restriction does not extend to any assets or pledge arrangement securing obligations and liabilities property of the Company or any Restricted other Subsidiary are enacted other than the assets and property of such Subsidiary; (with each m) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the foregoing being within the general parameters customary contracts, instruments or obligations referred to in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect preceding clauses of assets that, taken as a whole, are immaterial, this Section 7.11; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, materially more restrictive with respect to such conditions would not have encumbrances and other restrictions, taken as a material adverse whole, than those in effect on prior to the ability of any Borrower to satisfy its Obligations hereunderrelevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member (other than the Company or any Restricted Subsidiary Insurance Subsidiary) to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions and conditions in (i) this Agreement, the other Loan Documents, the ABL Loan Documents and the Unsecured Notes Documents, (ii) any agreement governing any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 7.2 to the extent such prohibition or limitation is customary in agreements contain applicable Lien restrictions, governing Indebtedness of such type and in the good faith determination of the Company, any event so long as such agreement is not materially less favorable to more restrictive (taken as a whole) than the Lenders than those contained Loan Documents (as conclusively determined by the Borrower in customary documentation good faith) and (iii) any agreement governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofof the Loans, the ABL Loans, the Unsecured Notes or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not materially more restrictive (taken as a whole) than the Loan Documents, the ABL Loan Documents, the Unsecured Notes Documents or the documents governing the Indebtedness being refinanced, as applicable (as conclusively determined by the Borrower in good faith), (b) customary restrictions and conditions contained any agreements governing any purchase money Liens or Finance Lease Obligations otherwise permitted hereby (in agreements relating to Dispositions permitted by Section 6.14 pending which case, any prohibition or limitation shall only be effective against the consummation of such Dispositionsassets financed thereby), (c) restrictions or conditions imposed by any agreement relating in effect at the time any Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such prohibition or limitation applies only to secured Indebtedness permitted such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereonSection 7.13 contained therein, (d) customary provisions in leases and other contracts restricting the assignmentassignments, subletting subletting, sublicensing, pledging or other transfer thereof (including transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the granting of any Lien)property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (e) (i) restrictions or conditions imposed by applicable law and (ii) contractual encumbrances or restrictions in effect on cash the Closing Date and listed on Schedule 7.13, (f) customary provisions in joint venture agreements and other deposits or net worth provisions in leases and other similar agreements entered into in the ordinary course of business, (fg) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) customary restrictions and conditions binding contained in the document relating to any Lien other than relating to Indebtedness, so long as (i) such Lien is a Lien permitted by Section 7.3 and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 7.13, (i) customary net worth provisions contained in real property leases entered into by the Group Members, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Group Members to meet their ongoing obligations, (j) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (k) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or its any assets at pending such sale, provided that such restrictions or conditions apply only to the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, that is to be sold and such sale is permitted hereunder and (gl) customary provisions prohibitions, conditions and restrictions (as determined by the Borrower in partnership agreements, limited liability company governance documents, joint venture good faith) contained in agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) documents relating to any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderQualified Securitization Transaction.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits (other than a dollar limit, provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, Documents (and any Indebtedness permitted by Section 6.18(i) or (iv), agreement governing any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, Permitted Refinancing in the good faith determination respect of the CompanyLoans, so long as any such prohibition or limitation contained in such refinancing agreement is not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in that that which exists as of the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofEffective Date), (b) customary restrictions and conditions contained any agreements governing any secured Indebtedness otherwise permitted hereby (in agreements relating to Dispositions permitted by Section 6.14 pending which case, any prohibition or limitation shall only be effective against the consummation of such Dispositionsassets financed thereby), (c) restrictions or conditions imposed by any an agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply prohibiting only to the property or assets creation of Liens securing such Indebtedness or the Persons obligated thereonSubordinated Indebtedness, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien)pursuant to applicable law, (e) restrictions by reason of customary provisions restricting assignments, subletting or conditions imposed by restrictions on cash other transfers contained in leases, licenses and other deposits or net worth provisions in leases and other similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (f) any prohibition or limitation that consists of customary restrictions and conditions binding on contained in any agreement relating to the sale or sale-leaseback of any property permitted under this Agreement, (g) documents, agreements or constituent documents governing joint ventures, (h) any agreement in effect at the time a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so as long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation)Subsidiary, (i) with respect to bank deposit accountsagreements permitted under Section 8.10, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions arising in respect connection with cash or other deposits permitted under Sections 8.3 and 8.7 and limited to such cash or deposits and (k) customary non-assignment provisions in contracts entered into in the ordinary course of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderbusiness.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesProperty, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than than: (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents and the Mezzanine Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, ; (b) customary restrictions any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, proceeds thereof); (c) restrictions software and other Intellectual Property licenses pursuant to which the Borrower or conditions imposed by such Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be, (in which case, any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions prohibition or conditions apply limitation shall relate only to the property or assets securing such Indebtedness or subject of the Persons obligated thereon, applicable license); (d) Contractual Obligations incurred in the ordinary course of business and on customary provisions in leases and other contracts restricting terms which limit Liens on the assignment, subletting or other transfer thereof (including assets subject of the granting of any Lien), applicable Contractual Obligation; (e) restrictions any agreements regarding Indebtedness or conditions imposed by restrictions other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries); (f) prohibitions and limitations in effect on cash the date hereof and listed on Schedule 7.12; (g) customary provisions contained in joint venture agreements and other deposits or net worth provisions in leases and other similar agreements applicable to joint ventures entered into in the ordinary course of business, ; (fh) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest; (i) customary restrictions and conditions binding on a Restricted Subsidiary or its assets contained in any agreement relating to any Disposition of Property not prohibited hereunder; (j) any agreement in effect at the time such Restricted Subsidiary first any Person becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Subsidiary, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, Subsidiary; (gk) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, restrictions imposed by applicable law; (hl) restrictions imposed by any instrument governing Permitted Subordinated Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) that are consistent with respect to bank deposit accounts, cash sweep arrangements, cash management services the definition thereof or cash pooling arrangements, conditions that require consent otherwise consistent with prevailing market practice for similar types of Indebtedness at the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary time such restrictions are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) incurred or (jii) to which the Administrative Agent has not objected after having been afforded a period of at least five Business Days to review such restrictions; (m) restrictions in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z) relating solely to the assets that, taken as a whole, are immaterial, provided that in good faith judgment of or proceeds thereof secured by such Indebtedness to the Company, extent required to be so limited by such conditions would not have a material adverse effect on the ability Sections; and (n) customary provisions restricting assignment of any Borrower to satisfy its Obligations hereunderagreement entered into in the ordinary course of business.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) restrictions and conditions existing on the Closing Date or any Indebtedness permitted by Section 6.18(i) extension, renewal, amendment, modification or (iv)replacement thereof, any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition, (c) any agreements contain applicable Lien restrictionsgoverning any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, in any prohibition or limitation shall only be effective against the good faith determination of the Companyassets financed thereby), not materially less favorable to the Lenders than those (d) restrictions and conditions contained in customary documentation any agreement governing similar or evidencing Permitted Refinancing Indebtedness in respect of Indebtedness governed by this Agreement and the market at the time of such incurrence, and any other Loan Documents (including Permitted Credit Agreement Refinancing Indebtedness) or Permitted Refinancing Indebtedness in respect thereof; provided that the restrictions and conditions contained in any such agreement or document referred to in this clause (d) are not less favorable in any material respect to the Lenders than the restrictions and conditions imposed by this Agreement and the other Loan Documents, (be) restrictions and conditions contained in any agreement governing Liens permitted under Section 7.3(u) (in which case, any prohibition or limitation shall be effective only against the asset or assets subject to such permitted Liens), (f) with respect to operating leases and other third-party contracts, customary limitations on the ability of a party thereto to assign its interests in the underlying contract without the consent of the other party thereto (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), (g) customary restrictions and conditions contained in agreements any agreement relating to Dispositions the sale of a Subsidiary or any property permitted by under Section 6.14 7.5 pending the consummation of such Dispositionssale, (ch) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets effect at the time such Restricted a Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Subsidiary, so long as such contractual obligations were prohibition or limitation applies only to such Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary Subsidiary, as such agreement may be amended, restated, supplemented, modified, extended, renewed or assets being acquiredreplaced, (g) customary provisions so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in partnership agreements, limited liability company governance documents, joint venture agreements any material respect the scope of any restriction contemplated by this Section 7.13 contained therein and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services non-consensual encumbrances or cash pooling arrangements, conditions that require consent restrictions arising or existing by reason of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company applicable law or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry applicable rule, regulation or arising pursuant to the applicable banking institution’s general terms and conditions) order, or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of required by any Borrower to satisfy its Obligations hereunderregulatory authority.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesProperty, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than than: (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents and the Mezzanine Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, ; (b) customary restrictions any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, proceeds thereof); (c) restrictions software and other Intellectual Property licenses pursuant to which the Borrower or conditions imposed by such Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be, (in which case, any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions prohibition or conditions apply limitation shall relate only to the property or assets securing such Indebtedness or subject of the Persons obligated thereon, applicable license); (d) Contractual Obligations incurred in the ordinary course of business and on customary provisions in leases and other contracts restricting terms which limit Liens on the assignment, subletting or other transfer thereof (including assets subject of the granting of any Lien), applicable Contractual Obligation; (e) restrictions any agreements regarding Indebtedness or conditions imposed by restrictions other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries); (f) prohibitions and limitations in effect on cash the Closing Date and listed on Schedule 7.12; (g) customary provisions contained in joint venture agreements and other deposits or net worth provisions in leases and other similar agreements applicable to joint ventures entered into in the ordinary course of business, ; (fh) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest; (i) customary restrictions and conditions binding on a Restricted Subsidiary or its assets contained in any agreement relating to any Disposition of Property not prohibited hereunder; (j) any agreement in effect at the time such Restricted Subsidiary first any Person becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Subsidiary, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, Subsidiary; (gk) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, restrictions imposed by applicable law; (hl) restrictions imposed by any instrument governing Permitted Subordinated Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) that are consistent with respect to bank deposit accounts, cash sweep arrangements, cash management services the definition thereof or cash pooling arrangements, conditions that require consent otherwise consistent with prevailing market practice for similar types of Indebtedness at the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary time such restrictions are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) incurred or (jii) to which the Administrative Agent has not objected after having been afforded a period of at least five Business Days to review such restrictions; (m) restrictions in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z) relating solely to the assets that, taken as a whole, are immaterial, provided that in good faith judgment of or proceeds thereof secured by such Indebtedness to the Company, extent required to be so limited by such conditions would not have a material adverse effect on the ability Sections; and (n) customary provisions restricting assignment of any Borrower to satisfy its Obligations hereunderagreement entered into in the ordinary course of business.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits (other than a dollar limit, provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, Documents (and any Indebtedness permitted by Section 6.18(i) or (iv), agreement governing any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, Permitted Refinancing in the good faith determination respect of the CompanyTerm Loans, so long as any such prohibition or limitation contained in such refinancing agreement is not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in that that which exists as of the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofEffective Date), (b) customary restrictions and conditions contained any agreements governing any secured Indebtedness otherwise permitted hereby (in agreements relating to Dispositions permitted by Section 6.14 pending which case, any prohibition or limitation shall only be effective against the consummation of such Dispositionsassets financed thereby), (c) restrictions or conditions imposed by any an agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply prohibiting only to the property or assets creation of Liens securing such Indebtedness or the Persons obligated thereonSubordinated Indebtedness, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien)pursuant to applicable law, (e) restrictions by reason of customary provisions restricting assignments, subletting or conditions imposed by restrictions on cash other transfers contained in leases, licenses and other deposits or net worth provisions in leases and other similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (f) any prohibition or limitation that consists of customary restrictions and conditions binding on contained in any agreement relating to the sale or sale-leaseback of any property permitted under this Agreement, (g) documents, agreements or constituent documents governing joint ventures, (h) any agreement in effect at the time a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so as long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation)Subsidiary, (i) with respect to bank deposit accountsagreements permitted under subsection 8.10, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions arising in respect connection with cash or other deposits permitted under subsections 8.3 and 8.7 and limited to such cash or deposits and (k) customary non-assignment provisions in contracts entered into in the ordinary course of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderbusiness.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incurbecome subject to, assume or otherwise incur, or suffer to exist exist, any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is or may become a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby, if the prohibition or limitation therein is only effective against the assets financed thereby, (c) agreements for the benefit of the holders of Liens described in Sections 8.3(k) or 8.3(l) and applicable solely to the property subject to such Lien, (d) agreements related to any Permitted Securitization, (e) covenants in documents creating Liens permitted by Section 8.3(k) prohibiting further Liens on the properties encumbered thereby; (f) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations or securing any Credit Agreement Refinancing Indebtedness and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (g) covenants in any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 8.2 to the extent such agreements contain applicable Lien restrictionsrestrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or, in the good faith determination case of the Companysubordinated Indebtedness, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the are market terms at the time of such incurrenceissuance or, and in the case of Indebtedness of any Permitted Refinancing Indebtedness in respect thereofForeign Subsidiary, are imposed solely on Foreign Subsidiaries; (h) any prohibition or limitation that (1) exists pursuant to applicable law, (b2) consists of customary restrictions and conditions contained in agreements any agreement relating to Dispositions the sale of any property permitted by under Section 6.14 8.5 pending the consummation of such Dispositionssale solely with respect to such property being Disposed of, (c3) restrictions restricts subletting or conditions assignment of any lease governing a leasehold interest of the Borrower or a Restricted Subsidiary, (4) exists in any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, (5) is imposed by any agreement relating to secured Indebtedness amendments or refinancings that are otherwise permitted by this Agreement if such restrictions the Loan Documents of the contracts, instruments or conditions apply only obligations referred to the property or assets securing such Indebtedness or the Persons obligated thereonin clauses (b), (df), (g) or (h)(4), provided that such amendments and refinancings are, taken as a whole, no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and (i) customary provisions in leases joint venture agreements and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash similar agreements applicable to joint ventures and other deposits or net worth provisions in leases and other agreements applicable solely to such joint venture entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunder.

Negative Pledge Clauses. The Company will shall not, and will shall not permit any of the Restricted Subsidiary Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any Indebtedness agreements evidencing or governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), any documentation governing (c) customary restrictions on the Senior Notesassignment of leases, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, licenses and contracts entered into in the good faith determination ordinary course of the Companybusiness, not materially less favorable to the Lenders than those contained (d) any agreement in customary documentation governing similar Indebtedness in the market effect at the time any Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofPerson becoming a Restricted Subsidiary, (be) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided that such restrictions or and conditions apply only to the property Restricted Subsidiary that is to be sold (or whose assets securing are to be sold) and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of businesssale is permitted hereunder, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary existing on the Execution Closing Date and any amendments or assets owned by any Restricted Subsidiary on the Execution Date), modifications thereto so long as such contractual obligations were amendment or modification does not entered into solely expand the scope of any such restriction or condition in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredany material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 6.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or Non-Guarantor Subsidiaries and (h) customary provisions in partnership joint venture agreements, limited liability company governance documentsoperating agreements, joint venture partnership agreements, stockholders agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderagreements.

Negative Pledge Clauses. The Company will Initial Borrower shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any Indebtedness agreements evidencing or governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), any documentation governing (c) customary restrictions on the Senior Notesassignment of leases, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, licenses and contracts entered into in the good faith determination ordinary course of the Companybusiness, not materially less favorable to the Lenders than those contained (d) any agreement in customary documentation governing similar Indebtedness in the market effect at the time any Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofPerson becoming a Restricted Subsidiary, (be) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending the consummation of such Dispositions, sale (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if provided that such restrictions or and conditions apply only to the property Restricted Subsidiary that is to be sold (or whose assets securing are to be sold) and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Liensale is permitted hereunder), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary existing on the Execution Effective Date and any amendments or assets owned by any Restricted Subsidiary on the Execution Date), modifications thereto so long as such contractual obligations were amendment or modification does not entered into solely expand the scope of any such restriction or condition in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredany material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 7.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or Non-Guarantor Subsidiaries and (h) customary provisions in partnership joint venture agreements, limited liability company governance documentsoperating agreements, joint venture partnership agreements, stockholders agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderagreements.

Negative Pledge Clauses. The Company Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, enter into or suffer permit to exist or become effective any agreement Contractual Obligation (other than this Agreement, any other Credit Document, any Permitted Additional Debt Documents related to any secured Permitted Additional Debt, any document governing any secured Credit Agreement Refinancing Indebtedness and/or the Second Lien Credit Documents and any documentation governing any Permitted Refinancing Indebtedness Incurred to Refinance any such Indebtedness) that prohibits or limits the ability of the Company Borrower or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Obligations or under the Credit Documents; provided that the foregoing shall not apply to Contractual Obligations that in any Lien upon any of its property or revenues, whether now owned or hereafter acquired, other than material respect: (ai) restrictions (x) exist on the Closing Date and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable otherwise permitted by this Section 10.8) are listed on Schedule 10.8 hereto and (y) to the Lenders than those contained extent Contractual Obligations permitted by clause (x) are set forth in customary documentation governing similar an agreement evidencing Indebtedness or other obligations, are set forth in the market at the time of such incurrence, and any agreement evidencing any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating Incurred to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing Refinance such Indebtedness or obligation so long as such Permitted Refinancing Indebtedness does not materially expand the Persons obligated thereon, scope of such Contractual Obligation (das determined in good faith by the Borrower), (ii) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions are binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on of the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Borrower, so long as such contractual obligations Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower that is not a Credit Party to the extent such Indebtedness is permitted by Section 10.1, (iv) arise pursuant to agreements entered into with respect to any sale, transfer, lease, license or other Disposition permitted by Section 10.4, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale, transfer, lease, license, or other Disposition of the Capital Stock of such Subsidiary, and applicable solely to assets being acquiredunder such sale, transfer, lease, license or other Disposition, (gv) are customary provisions in Joint Venture agreements, partnership agreements, limited liability company organizational governance documentsdocument, joint venture agreements and other similar agreements that restrict applicable to partnerships, limited liability companies, Joint Ventures and similar Persons permitted by Section 10.5 or Section 10.6 and applicable solely to such Persons or the transfer of assets ofownership therein, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.1, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (but solely to the extent permitted to survive the Acquisition pursuant any negative pledge relates to the Acquisition Documentation)property financed by or the subject of such Indebtedness, (vii) are customary restrictions on leases, subleases, service agreements, product sales, licenses and sublicenses (i) including with respect to bank deposit accounts, cash sweep arrangements, cash management services Intellectual Property) or cash pooling arrangements, conditions asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.1 to the extent that require consent such restrictions apply only to the specific property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment or transfers of any lease governing a leasehold interest of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company Borrower or any Restricted Subsidiary Subsidiary, (x) are enacted customary provisions restricting assignment of any agreement (with each or the assets subject thereto) entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits or net worth imposed (including by customers) under agreements entered into in the ordinary course of business, (xii) are imposed by Applicable Law, (xiii) are customary net worth provisions contained in real property leases entered into by Subsidiaries of the foregoing being within Borrower, so long as the general parameters customary Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the banking industry or arising pursuant ability of the Borrower and its Subsidiaries to meet their ongoing obligation; (xiv) comprise restrictions imposed by any agreement governing Indebtedness entered into after the applicable banking institution’s general terms Closing Date and conditions) or (j) restrictions in respect of assets thatpermitted under Section 10.1 that are, taken as a whole, are immaterial, provided that in good the good-faith judgment of the CompanyBorrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such conditions would type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not have materially impair its obligation or ability to make any payments required hereunder, (xv) arise in connection with purchase money obligations for property acquired in the ordinary course of business or Financing Lease Obligations; (xvi) arise in connection with any agreement or other instrument of a material adverse effect on Person or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the ability Borrower or any of its Restricted Subsidiaries, or any other transaction is entered into with any such Acquisition, merger, consolidation or amalgamation, in existence at the time of such Acquisition or at the time it merges, consolidates or amalgamates with or into the Borrower or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any such case, 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 so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired or redesignated; (xvii) are restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to satisfy such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xviii) are provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by the Borrower and its Obligations hereunderRestricted Subsidiaries of such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property); (xix) arise in connection with cash or other deposits imposed by agreement permitted under Section 10.2, Section 10.5 or Section 10.6 entered into in the ordinary course of business or consistent with past practice; (xx) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xxi) restrictions created in connection with any Qualified Receivables Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Qualified Receivables Facility; and (xxii) are any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xxi) of this Section 10.8; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good-faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge Clauses. The Company Borrower will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any agreement or other arrangement that prohibits prohibits, restricts or limits imposes any condition upon the ability of the Company or any Restricted Subsidiary Credit Party to create, incur, assume or suffer to exist any Lien upon any of its property properties or revenuesassets, whether now owned or hereafter acquired, other than to secure the Obligations, except (ain each case) for such prohibitions, restrictions or impositions existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date; (ii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and conditions Capitalized Lease Obligations, in this Agreementeach case that impose restrictions only on the property so acquired; (iii) Requirements of Law or any applicable rule, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) regulation or order; (iv)) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, any documentation governing or that is assumed in connection with the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent acquisition of assets from such agreements contain applicable Lien restrictionsPerson, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained each case that is in customary documentation governing similar Indebtedness in the market existence at the time of such incurrencetransaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and any Permitted Refinancing Indebtedness in respect thereofits Subsidiaries, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness of the Person and its Subsidiaries, so acquired or the Persons obligated thereon, designated; (dv) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1 to the extent that such restrictions apply only to non-Guarantor Restricted Subsidiaries; (vii) customary provisions in leases joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (viii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest assignment of any agreement entered into in the ordinary course of business, subject to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law; and (fix) any prohibitions, restrictions and conditions binding on a Restricted Subsidiary or its assets at impositions of the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned type referred to above imposed by any Restricted Subsidiary on amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Execution Date)contracts, so long as such contractual instruments or obligations were not entered into solely referred to in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), clauses (i) with respect to bank deposit accountsthrough (viii) above; provided that such amendments, cash sweep arrangementsmodifications, cash management services restatements, renewals, increases, supplements, refundings, replacements, or cash pooling arrangementsrefinancings are, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the CompanyBorrower’s board of directors, no more restrictive in any material respect with respect to such conditions would not have a material adverse effect on the ability of any Borrower prohibition, restriction or imposition than those prior to satisfy its Obligations hereundersuch amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge Clauses. The Company will not, and will Parent Borrower shall not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Parent Borrower or any Restricted Material Subsidiary that is a Domestic Subsidiary to create, incur, incur or assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than than: (a) restrictions and conditions in this Agreement, the other Loan Documents, Documents and any agreement in effect or entered into on the Closing Date; (b) any agreement relating to Indebtedness permitted by Section 6.18(i) of the Parent Borrower or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, Subsidiary which in the good faith determination judgment of the CompanyParent Borrower is either substantially consistent with the arrangements under financing agreements and arrangements in effect on the date hereof or at least as favorable as customary market terms taken as a whole on the date of issuance thereof for issuers with a similar credit rating, (c) any agreements governing any Liens, not materially less favorable (including without limitation purchase money Liens, Capital Lease Obligations and Sale-Leaseback Transactions) permitted by Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets encumbered thereby); (d) software and other intellectual property licenses pursuant to which the Parent Borrower or any Material Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any prohibition or limitation shall relate only to the Lenders than those contained in customary documentation governing similar Indebtedness assets or rights subject of the applicable license and/or the license itself); (e) Contractual Obligations incurred in the market at ordinary course of business and on customary terms which limit Liens on the time assets subject of such incurrencethe applicable Contractual Obligation or the assignment of rights thereunder; (f) restrictions by reason of any applicable law, and rule, regulation or order, or required by any Permitted Refinancing Indebtedness in respect thereof, regulatory authority having jurisdiction over the Parent Borrower or any of its Subsidiaries or any of their businesses; (bg) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted an asset sale not prohibited by Section 7.3; (h) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (i) any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; (i) any agreement that restricts in a customary manner the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) any restriction by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent Borrower or any Subsidiary not otherwise prohibited by this Agreement if such restrictions Agreement, (iii) mortgages, pledges or conditions apply only other security agreements to the extent restricting the transfer of the property or assets securing such Indebtedness or the Persons obligated thereonsubject thereto, (div) any reciprocal easement agreements containing customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting dispositions of any Lien)real property interests, (ev) agreements with customers or suppliers entered into in the ordinary course of business that impose restrictions with respect to cash or conditions imposed by restrictions on cash and other deposits or net worth worth, (vi) customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and joint venture and other similar agreements entered into in the ordinary course of business) or (vii) restrictions that arise or are agreed to in the ordinary course of business and do not detract from the value of property or assets of the Parent Borrower or any Subsidiary in any manner material to the Parent Borrower or such Subsidiary; and (k) any agreement evidencing any replacement, renewal, extension or refinancing of any of the foregoing (f) or of any agreement described in this clause (k)); provided that such agreement contains restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary not materially more restrictive (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole) than the restrictions and conditions contained in the agreement so replaced, are immaterialrenewed, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderextended or refinanced.

Negative Pledge Clauses. The Company Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesthe Collateral, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions and conditions any Permitted Debt or any permitted Junior Lien Indebtedness (so long as any prohibition or restriction in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notesany Permitted Debt or any permitted Junior Lien Indebtedness is not more restrictive in any material respect than this Agreement), including this Agreement (and any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect of the foregoing (and any successive Permitted Refinancing Indebtedness in respect thereof), so long as any such prohibition or restriction in such documentation is not more restrictive in any material respect than the documentation in respect of the Indebtedness being refinanced), (b) the Local Collateral Agency Agreements, (c) customary prohibitions and restrictions contained in any agreements governing any debt incurred pursuant to Section 6.02(h); provided that any such prohibitions and conditions restrictions only apply to the assets financed thereby or the property subject to such lease or arrangement or any interests or agreements related thereto, (d) any such prohibition or limitation in any co-branding agreement or partnering agreement; provided that (i) prior to entering into any new such agreement or arrangement, Borrower shall use commercially reasonable efforts to have any such agreement not include any such prohibition or limitation and (ii) any such prohibition or limitation shall apply only with respect to the applicable agreement and the proceeds thereof, (e) in respect of any contract arising in the ordinary course relating to the cargo business of the Borrower and its Subsidiaries, any prohibition or limitation in any such contract and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such prohibition or limitation in any material respect; provided that (x) any such prohibition or limitation applies only with respect to the applicable agreement and the proceeds thereof and (y) in respect of any such receivables that would otherwise constitute Collateral, Borrower shall use commercially reasonable efforts to have any such contract not include any such prohibition or limitation, (f) any agreement in effect at the time any Person becomes a Subsidiary of Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Borrower, (g) customary prohibitions and limitations contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Subsidiary (or the assets of Borrower or a Subsidiary) pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided that such restrictions or conditions prohibitions and limitations apply only to the property or assets securing such Indebtedness Subsidiary that is to be sold (or the Persons obligated thereonassets to be sold) and such sale is permitted (or not restricted) hereunder, (dh) customary provisions in leases prohibitions and other contracts restricting limitations under agreements evidencing or governing or otherwise relating to Indebtedness not restricted hereby of Subsidiaries that are not Loan Parties; provided that such prohibitions and limitations are only with respect to assets of such Subsidiaries, (i) any prohibition or limitation imposed by applicable law, regulation or order, or the assignment, subletting or other transfer thereof (including the granting terms of any Lien)license, authorization, concession or permit issued or granted by a Governmental Authority and (ej) restrictions any customary prohibitions or conditions imposed by restrictions on cash and other deposits limitations arising or net worth provisions in leases and other agreements entered into agreed to in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary arising under leases, licenses or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements contractual arrangements and not relating to any Indebtedness, and that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), do not (i) with respect restrict assets other than those subject to bank deposit accountssuch leases, cash sweep arrangements, cash management services licenses or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) other arrangements or (jii) restrictions in respect of assets that, taken as a whole, are immaterialmaterially diminish the value of the Collateral, provided that in each case, as determined by Borrower in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderfaith.

Negative Pledge Clauses. The Company will not, and will Parent Borrower shall not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Parent Borrower or any Restricted Material Subsidiary that is a Domestic Subsidiary to create, incur, incur or assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than than: (a) restrictions and conditions in this Agreement, the other Loan Documents, Documents and any agreement in effect or entered into on the Closing Date; (b) any agreement relating to Indebtedness permitted by Section 6.18(i) of the Parent Borrower or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, Subsidiary which in the good faith determination judgment of the CompanyParent Borrower is either substantially consistent with the arrangements under financing agreements and arrangements in effect on the date hereof or at least as favorable as customary market terms taken as a whole on the date of issuance thereof for issuers with a similar credit rating, (c) any agreements governing any Liens, not materially less favorable (including without limitation purchase money Liens, Capital Lease Obligations and Sale-Leaseback Transactions) permitted by Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets encumbered thereby); (d) software and other intellectual property licenses pursuant to which the Parent Borrower or any Material Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any prohibition or limitation shall relate only to the Lenders than those contained in customary documentation governing similar Indebtedness assets or rights subject of the applicable license and/or the license itself); (e) Contractual Obligations incurred in the market at ordinary course of business and on customary terms which limit Liens on the time assets subject of such incurrencethe applicable Contractual Obligation or the assignment of rights thereunder; (f) restrictions by reason of any applicable law, and rule, regulation or order, or required by any Permitted Refinancing Indebtedness in respect thereof, regulatory authority having jurisdiction over the Parent Borrower or any of its Subsidiaries or any of their businesses; (bg) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted an asset sale not prohibited by Section 7.3; (h) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (i) any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; (i) any agreement that restricts in a customary manner the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) any restriction by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent Borrower or any Subsidiary not otherwise prohibited by this Agreement if such restrictions Agreement, (iii) mortgages, pledges or conditions apply only other security agreements to the extent restricting the transfer of the property or assets securing such Indebtedness or the Persons obligated thereonsubject thereto, (div) any reciprocal easement agreements containing customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting dispositions of any Lien)real property interests, (ev) agreements with customers or suppliers entered into in the ordinary course of business that impose restrictions with respect to cash or conditions imposed by restrictions on cash and other deposits or net worth worth, (vi) customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and joint venture and other similar agreements entered into in the ordinary course of business) or (vii) restrictions that arise or are agreed to in the ordinary course of business and do not detract from the value of property or assets of the Parent Borrower or any Subsidiary in any manner material to the Parent Borrower or such Subsidiary; (k) any agreement evidencing any replacement, renewal, extension or refinancing of any of the foregoing (f) or of any agreement described in this clause (k)); provided that such agreement contains restrictions and conditions binding on not materially more restrictive (taken as a Restricted Subsidiary whole) than the restrictions and conditions contained in the agreement so replaced, renewed, extended or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary refinanced; and (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (hl) any instrument governing Indebtedness assumed agreement in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderCredit Facility.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or effectively limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained any agreements governing any purchase money Liens or Capital Lease Obligations or Mortgage Secured Financings otherwise permitted hereby (in agreements relating to Dispositions permitted by Section 6.14 pending which case, any prohibition or limitation shall only be effective against the consummation of such Dispositionsassets financed thereby), (c) restrictions on pledging joint venture interests included in customary provisions in joint venture agreements or conditions imposed by any agreement relating arrangements and other agreements and other similar agreements applicable to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereonjoint ventures, (d) customary provisions in leases and or licenses or other contracts and agreements restricting the assignment, subletting or other transfer thereof (including the granting of any Lien)sublicensing thereof, (e) restrictions or and conditions imposed by applicable law or any Governmental Authority or Government-Sponsored Enterprise (including pursuant to regulatory restrictions on cash (including, for the avoidance of doubt, “financial requirements” imposed pursuant to PMIERs and other deposits similar restrictions imposed by any Government-Sponsored Enterprise and agreements with any Governmental Authority or net worth provisions in leases and other agreements entered into in the ordinary course of businessGovernment-Sponsored Enterprise)), (f) restrictions any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.2(c), (e), (f), solely to the extent any such negative pledge relates to the property financed by or subject to Liens securing such Indebtedness permitted pursuant to Section 6.3 and conditions binding on a Restricted Subsidiary or its assets Indebtedness secured by Liens permitted under Section 6.3(o), solely to the extent any such negative pledge relates to property securing such Indebtedness at the time the Person obligated on such Restricted Subsidiary first Indebtedness becomes a Restricted Subsidiary and such negative pledge was not incurred in contemplation thereof and (g) any contractual restriction of a Subsidiary, or such assets were first acquired by such Restricted Subsidiary (other than applicable to the Capital Stock of a Restricted Subsidiary that was a Restricted Subsidiary Subsidiary, existing on the Execution Date or assets owned by any Restricted date such Subsidiary on the Execution Date), is acquired (so long as as, in respect of any such contractual obligations were prohibition, such prohibition is not entered into solely incurred in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentationacquisition), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunder.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits (other than a dollar limit, provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Second Lien Loan Documents and the Senior Notes, Notes (and any credit agreements, indentures or similar agreements agreement governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, any Permitted Refinancing in the good faith determination respect of the CompanyLoans or the Senior Notes or any Second Lien Permitted Refinancing, so long as any such prohibition or limitation contained in such refinancing agreement is not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in that that which exists as of the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofClosing Date), (b) customary restrictions and conditions contained any agreements governing any secured Indebtedness otherwise permitted hereby (in agreements relating to Dispositions permitted by Section 6.14 pending which case, any prohibition or limitation shall only be effective against the consummation of such Dispositionsassets financed thereby), (c) restrictions or conditions imposed by any an agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply prohibiting only to the property or assets creation of Liens securing such Indebtedness or the Persons obligated thereonSubordinated Indebtedness, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien)pursuant to applicable law, (e) restrictions by reason of customary provisions restricting assignments, subletting or conditions imposed by restrictions on cash other transfers contained in leases, licenses and other deposits or net worth provisions in leases and other similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (f) any prohibition or limitation that consists of customary restrictions and conditions binding on contained in any agreement relating to the sale or sale-leaseback of any property permitted under this Agreement, (g) documents, agreements or constituent documents governing joint ventures, (h) any agreement in effect at the time a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so as long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation)Subsidiary, (i) with respect to bank deposit accountsagreements permitted under subsection 8.10, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions arising in respect connection with cash or other deposits permitted under subsections 8.3 and 8.7 and limited to such cash or deposits and (k) customary non-assignment provisions in contracts entered into in the ordinary course of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderbusiness.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any Indebtedness agreements evidencing or governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), any documentation governing (c) customary restrictions on the Senior Notesassignment of leases, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, licenses and contracts entered into in the good faith determination ordinary course of business, (d) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (be) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided such restrictions or and conditions apply only to the property Restricted Subsidiary of the Company that is to be sold (or whose assets securing are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date identified on Schedule 6.11 and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Guarantors permitted under Section 6.1; provided that such Indebtedness or is only with respect to the Persons obligated thereonassets of Subsidiaries that are not Guarantors, (dh) customary provisions in leases joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien)similar agreements, (ei) restrictions or and conditions imposed by law, (j) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.1 and 6.2 that limit the right of the debtor to dispose of the assets securing such Indebtedness, (k) restrictions on cash and or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business, (fl) other Indebtedness of Restricted Subsidiaries permitted to be incurred after the Closing Date pursuant to Section 6.1 so long as not more restrictive than this Agreement, (m) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which a Loan Party or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Loan Party or such Restricted Subsidiaries that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and conditions binding does not extend to any other asset or property of the Loan Party or such Restricted Subsidiaries or the assets or property of any other Restricted Subsidiary, and (n) any encumbrances or restrictions on a Restricted Subsidiary Subsidiary’s ability to sell, lease or transfer any of its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date properties or assets owned imposed by any Restricted Subsidiary on the Execution Date)amendments, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary modifications, restatements, renewals, increases, supplements, refundings, replacements or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent refinancings of the bank before any lien contracts, instruments or pledge arrangement securing obligations referred to in clauses (d) and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderthrough (m).

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of the Company Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired other than (a) restrictions and conditions in this Agreement, the other Loan Documents, and other agreements governing such Indebtedness, (b) any Indebtedness agreements governing any purchase money Liens or Finance Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), (c) any documentation agreement governing the Senior any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) any credit agreementsrestrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, indentures (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or similar is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or outstanding permitted to exist under Section 8.2(t), (g) 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, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 6.18 to 8.2 (provided that such restrictions do not restrict the extent such agreements contain applicable Lien restrictions, in Liens securing the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofObligations), (bi) customary restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and conditions contained in agreements relating limited to Dispositions permitted by Section 6.14 pending the consummation of such Dispositionscash or deposit, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (dj) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements agreement entered into in the ordinary course of business, (fk) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned imposed by any Restricted Subsidiary Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on the Execution Date)cash or other deposits or net worth imposed by customers, so long as such contractual obligations were not suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect ordinary course of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderbusiness.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer permit to exist or become effective any agreement that prohibits or limits (other than a dollar limit, provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the obligations under the Loan Documents in full) the ability of the Company or any Restricted Domestic Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or any other secured obligation permitted by Section 7.3(c), (d), (g), (t), (w) or (y) (in which case, any prohibition or limitation shall only be effective against (x) in the case of purchase money Liens or Capital Lease Obligations, the assets financed thereby and proceeds thereof and (y) in the case of other secured obligations, the specific assets subject to the Lien securing such obligation), (c) (i) any Unsecured Note Indenture or any agreements governing Indebtedness permitted by Section 6.18(i7.2(m) and any Guarantee Obligations with respect thereto or any Permitted Refinancing Indebtedness in respect thereof (iv), provided that the prohibition or limitation contained in any documentation agreement referred to in this clause (c)(i) is no less favorable than that which exists in this Agreement) and (ii) any agreement governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination existing as of the Company, not materially Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness that which exists in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing governing such Indebtedness or as of the Persons obligated thereonClosing Date), (d) customary provisions in leases joint venture agreements and other contracts restricting similar agreements and any agreement with respect to Indebtedness primarily incurred to finance the assignmentacquisition of an interest in a joint venture that restrict the transfer or encumbrance of assets of, subletting or other transfer thereof (including equity interests in, the granting of any Lien)applicable joint ventures, (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth customary provisions in leases any agreements governing any Receivable Financing Transaction (in which case, any prohibition or limitation shall only be effective against the assets conveyed thereunder), (f) any agreement governing letters of credit issued in accordance with Section 7.2(i) or any Specified Swap Agreement or Specified Cash Management Agreement containing provisions not more restrictive that the provisions of this Agreement, (g) licenses or sublicenses by the Company and other agreements entered into its Subsidiaries of intellectual property in the ordinary course of businessbusiness (in which case, any prohibition or limitation shall only be effective against the intellectual property subject thereto) and (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (gh) customary provisions restrictions in partnership agreements, limited liability company governance documents, any agreements governing Indebtedness of a joint venture agreements and other similar agreements that restrict which prohibit the transfer pledge of the assets of, or ownership equity interests in, the relevant partnership, limited liability company, such joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderventure.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any Indebtedness agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), any documentation governing (c) the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, Notes Documents and any Permitted Refinancing Indebtedness in respect thereof, (bd) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or any restrictions with respect to the Borrower or a Subsidiary imposed with respect to Receivables and/or Permitted Receivables Facility Assets pursuant to an agreement that has been entered into in connection with a Permitted Receivables Facility, (e) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (f) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness any transaction permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness under Section 8.4 or the Persons obligated thereonsale of any property permitted under Section 8.5, (diii) customary provisions in leases and other contracts restricting the assignment, restricts subletting or other transfer thereof (including the granting assignment of leasehold interests contained in any lease governing a leasehold interest of any Lien)Group Member, (eiv) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions exists in leases and other agreements entered into any agreement in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets effect at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on of the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Borrower, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredSubsidiary, (gv) customary provisions exists in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Acquisition Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentationin clause (b), (ic), (d), (e), (f), (g)(iv) or (g)(v); provided that such amendments and refinancings are no more materially restrictive with respect to bank deposit accounts, cash sweep arrangements, cash management services such prohibitions and limitations than those in effect prior to such amendment or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted refinancing (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that determined in good faith judgment and, if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderBorrower).

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under this Agreement or the other Loan Documents (to the extent that such limitation would have the effect of prohibiting Holdings, the Borrower or any of its Subsidiaries from granting a Lien on any of its assets to secure all obligations under this Agreement and the other Loan Documents in respect of a principal amount of Indebtedness that is not greater than the excess of (i) (x) the First Lien Term Cap on the Restatement Effective Date plus (y) the Revolving Commitment Cap minus (ii) the principal amount of First Lien Notes at any time and the principal amount of Indebtedness repaid under this Agreement from the proceeds of asset sales and casualty events) other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) pursuant to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the maximum aggregate liabilities of Holdings, the Borrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) [Reserved], (e) pursuant to agreements governing Indebtedness permitted by assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 6.18(i7.7(f) or (iv)h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (f) as contained in any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements other agreement governing Indebtedness permitted to be incurred or outstanding pursuant to secured by Liens described in Section 6.18 to the extent 7.3(o) so long as such agreements contain applicable Lien restrictions, restrictions are no more onerous in the good faith determination of the Company, not materially less favorable to the Lenders any material respect than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofLoan Documents, (bg) customary restrictions and conditions as contained in agreements relating to Dispositions permitted by any QPC Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness of Holdings described in Section 6.14 pending the consummation of such Dispositions7.3(e), (ci) restrictions or conditions imposed by (m) or Indebtedness of any agreement relating to secured Indebtedness permitted by this Agreement if Qualified Parent Company, in each case, so long as such restrictions or conditions apply only to are no more onerous in any material respect than those contained in any QPC Indenture as in effect on the property or assets securing such Indebtedness or the Persons obligated thereonRestatement Effective Date, (dh) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements licenses entered into in the ordinary course of business, business or as required in any franchise permit and (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (gi) customary provisions restrictions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer an agreement to Dispose of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (a transaction permitted under Section 7.5 solely to the extent permitted to survive the Acquisition pursuant that such restriction applies solely to the Acquisition Documentation), (i) with respect assets to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderbe so Disposed.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incurbecome subject to, assume or otherwise incur, or suffer to exist exist, any Lien upon any of its property or revenuesassets, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is or may become a party other than (a) restrictions and conditions in this Agreement, the other Loan DocumentsDocuments and under any Hedge Agreement permitted under Section 8.11, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby, if the prohibition or limitation therein is only effective against the assets financed thereby, (c) agreements for the benefit of the holders of Liens described in Section 8.3(k) or 8.3(l) and applicable solely to the property subject to such Lien, (d) any agreement existing on the Closing Date and listed on Schedule 8.13(d), (e) covenants in documents creating Liens permitted by Section 8.3(k) prohibiting further Liens on the properties encumbered thereby, (f) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations or securing any Credit Agreement Refinancing Indebtedness and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations, (g) covenants in any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 8.2 to the extent such agreements contain applicable Lien restrictionsrestrictions or conditions are no more restrictive, taken as a whole, than the restrictions and conditions in the Loan Documents or, in the good faith determination case of the Companysubordinated Indebtedness, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the are market terms at the time of such incurrenceissuance or, and in the case of Indebtedness of any Permitted Refinancing Indebtedness in respect thereofRestricted Subsidiary that is not a Loan Party, are imposed solely on any Restricted Subsidiary that is not a Loan Party, (bh) any prohibition or limitation that (1) exists pursuant to Requirements of Law or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (2) consists of customary restrictions and conditions contained in agreements any agreement relating to Dispositions the sale of any property permitted by under Section 6.14 8.5 pending the consummation of such Dispositionssale, solely with respect to such property subject to such sale, (c3) restrictions is contained in leases, subleases, licenses, sublicenses or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if similar agreements, in each case, so long as such restrictions provisions are customary and such leases, subleases, licenses or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other similar agreements were entered into in the ordinary course of business, (f4) restrictions and conditions binding on exists in any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets ofSubsidiary, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness that is assumed in connection with the Acquisition acquisition of assets from such Person, in each case that is in existence at the time of such transaction (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentationbut not created in contemplation thereof), (i5) with respect to bank deposit accounts, cash sweep arrangements, cash management services is imposed by any amendments or cash pooling arrangements, conditions refinancings that require consent are otherwise permitted by the Loan Documents of the bank before any lien contracts, instruments or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted referred to in clauses (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditionsb), (f), (g) or (j) restrictions in respect of assets thath)(4); provided that such amendments and refinancings are, taken as a whole, are immaterialno more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing, (i) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (j) customary restrictions that arise in connection with any Lien permitted by Section 8.3 on any asset or property that is not, and is not required to be, Collateral that relates to the asset or property subject to such Lien, (k) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (i) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the CompanyBorrower, no more restrictive with respect to such conditions would not have restrictions taken as a material adverse effect on the ability of any Borrower whole than those in existence prior to satisfy its Obligations hereundersuch amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, and (l) customary provisions in joint venture agreements, partnership agreements or limited liability company governance documents and other similar agreements applicable to joint ventures or non-Wholly Owned Subsidiaries and applicable solely to such joint venture or non-Wholly Owned Subsidiary.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member (other than the Company or any Restricted Subsidiary Insurance Subsidiary) to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions and conditions in (i) this Agreement, the other Loan Documents, the Term Loan Documents and the Unsecured Notes Documents (ii) any agreement governing any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 7.2 to the extent such prohibition or limitation is customary in agreements contain applicable Lien restrictions, governing Indebtedness of such type and in the good faith determination of the Company, any event so long as such agreement is not materially less favorable to more restrictive (taken as a whole) than the Lenders than those contained Loan Documents (as conclusively determined by the Borrower in customary documentation good faith) and (iii) any agreement governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofof the Loans, the Term Loans, the Unsecured Notes or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not materially more restrictive (taken as a whole) than the Loan Documents, the Term Loan Documents, the Unsecured Notes Documents or the documents governing the Indebtedness being refinanced, as applicable (as conclusively determined by the Borrower in good faith), (b) customary restrictions and conditions contained any agreements governing any purchase money Liens or Finance Lease Obligations otherwise permitted hereby (in agreements relating to Dispositions permitted by Section 6.14 pending which case, any prohibition or limitation shall only be effective against the consummation of such Dispositionsassets financed thereby), (c) restrictions or conditions imposed by any agreement relating in effect at the time any Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such prohibition or limitation applies only to secured Indebtedness permitted such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereonSection 7.13 contained therein, (d) customary provisions in leases and other contracts restricting the assignmentassignments, subletting subletting, sublicensing, pledging or other transfer thereof (including transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the granting of any Lien)property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (e) (i) restrictions or conditions imposed by applicable law and (ii) contractual encumbrances or restrictions in effect on cash the Closing Date and listed on Schedule 7.13, (f) customary provisions in joint venture agreements and other deposits or net worth provisions in leases and other similar agreements entered into in the ordinary course of business, (fg) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) customary restrictions and conditions binding contained in the document relating to any Lien other than relating to Indebtedness, so long as (i) such Lien is a Lien permitted by Section 7.3 and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 7.13, (i) customary net worth provisions contained in real property leases entered into by the Group Members, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Group Members to meet their ongoing obligations, (j) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (k) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or its any assets at pending such sale, provided that such restrictions or conditions apply only to the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, that is to be sold and such sale is permitted hereunder and (gl) customary provisions prohibitions, conditions and restrictions (as determined by the Borrower in partnership agreements, limited liability company governance documents, joint venture good faith) contained in agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) documents relating to any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderQualified Securitization Transaction.

Negative Pledge Clauses. (a) The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (ai) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (ii) any Indebtedness agreements evidencing or governing (A) any purchase money Liens or Capitalized Lease Obligations otherwise permitted by Section 6.18(ihereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or (ivB) any other Indebtedness and/or other obligations secured by a Lien permitted by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens permitted by this Agreement), any documentation governing (iii) customary restrictions on the Senior Notesassignment of leases, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, licenses and contracts entered into in the good faith determination ordinary course of the Companybusiness, not materially less favorable to the Lenders than those contained (iv) any agreement in customary documentation governing similar Indebtedness in the market effect at the time any Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofPerson becoming a Restricted Subsidiary, (bv) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided that such restrictions or and conditions apply only to the property Restricted Subsidiary that is to be sold (or whose assets securing are to be sold) and such sale is permitted hereunder), (vi) restrictions and conditions existing on the Closing Date and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (vii) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 6.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or the Persons obligated thereonNon-Guarantor Subsidiaries, (dviii) customary provisions in leases joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other contracts restricting similar agreements, (ix) customary restrictions and conditions contained in agreements relating to Sale Leaseback Transactions, (x) software and other Intellectual Property licenses pursuant to which the assignmentBorrower or such Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, subletting as the case may be (in which case, any prohibition or other transfer thereof (including limitation shall relate only to the granting assets subject of any Lienthe applicable license), (exi) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (xii) customary restrictions and conditions contained in any agreement relating to any Disposition of property, leases, subleases, licenses, sublicenses and similar agreements not prohibited hereunder, (xiii) restrictions or conditions imposed by restrictions on cash and other deposits or net worth applicable Requirements of Law, (xiv) customary provisions in leases and other agreements restricting assignment of any agreement entered into in the ordinary course of business, and (fxv) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed arising in connection with cash or other deposits not prohibited hereunder and limited to such cash or other deposits. (b) The Borrower shall not, and not shall not permit any of its Restricted Subsidiaries to, create, assume, or suffer to exist any Lien on the Acquisition (Equity Interests of Xxxxxxx Co. or Echologics which are not pledged by the Borrower to secure the extent permitted to survive the Acquisition Obligations pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderLoan Documents.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) the Second Lien Loan Documents, (c) any Indebtedness agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby and the proceeds thereof), (d) Contractual Obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation, (e) any documentation governing the Senior Notesagreements regarding Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any credit agreements, indentures prohibition or similar agreements governing Indebtedness permitted to limitation shall only be incurred or outstanding pursuant to Section 6.18 to effective against the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time assets of such incurrence, Non-Guarantor Subsidiary and any Permitted Refinancing Indebtedness in respect thereofits Subsidiaries), (bf) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.11, (g) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (h) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness an asset sale permitted by this Agreement if such restrictions Section 7.4 or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon7.5, (di) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (j) customary provisions in leases joint venture agreements and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash similar agreements applicable to joint ventures permitted under Section 7.7 and other deposits or net worth provisions in leases applicable solely to such joint venture and other agreements entered into in the ordinary course of business, business and (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (hk) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition prohibition or limitation that exists pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent any applicable Requirement of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderLaw.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, other than (a) restrictions and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Closing Date or assets owned by any Restricted Subsidiary on the Execution Closing Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation)[reserved], (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect Material Adverse Effect on the ability of any Borrower the Company to satisfy its Obligations hereunder.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer permit to exist or become effective any agreement that prohibits or limits (other than a dollar limit, provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the obligations under the Loan Documents in full) the ability of the Company or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and proceeds thereof), (c) the Second Lien Term Loan Documents, any agreement governing any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination existing as of the Company, not materially Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness that which exists in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing governing such Indebtedness or as of the Persons obligated thereonClosing Date), (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership equity interests in, the relevant partnership, limited liability company, joint venture or similar Personventures, (he) customary provisions in any instrument agreements governing Indebtedness assumed any Receivable Financing Transaction (in connection with which case, any prohibition or limitation shall only be effective against the Acquisition assets conveyed thereunder) and (to f) licenses or sublicenses by the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent Borrower and its Subsidiaries of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary intellectual property in the banking industry ordinary course of business (in which case, any prohibition or arising pursuant to limitation shall only be effective against the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderintellectual property subject thereto).

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of the Company Borrower or any Restricted Subsidiary other Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired other than (a) restrictions and conditions in this Agreement, the other Loan Documents, the Senior Notes Indenture, Incremental Equivalent Term Debt, a Refinancing Facility and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness permitted by Section 6.18(ior Convertible Bond Indebtedness so long as (x) the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents or (iv)y) if such encumbrances and restrictions are customary for similar financings in light of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the Security Documents, (d) any documentation governing restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Senior NotesDisposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) any credit agreements, indentures or similar agreements agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or outstanding pursuant permitted to exist under Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof7.2, (bf) customary restrictions and conditions contained in leases, subleases, licenses, sublicenses, cross license, pooling and similar agreements relating or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to Dispositions permitted by Section 6.14 pending the consummation of such Dispositionsassets subject thereto, (cg) customary restrictions contained in Indebtedness incurred pursuant to Section 7.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (h) restrictions arising in connection with cash or conditions imposed by any agreement relating other deposits permitted under Sections 7.3 or 7.7 and limited to secured Indebtedness permitted by this Agreement if such restrictions cash or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereondeposit, (di) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements agreement entered into in the ordinary course of business, (fj) restrictions and conditions binding on a Restricted Subsidiary arising by reason of applicable Law, rule, regulation or its assets at order or the time such Restricted Subsidiary first becomes a Restricted Subsidiary terms of any license, authorization, concession or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredpermit, (gk) customary provisions restrictions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, applicable to joint ventures permitted hereunder and applicable solely to such joint venture or similar Person, (h) any instrument governing Indebtedness assumed the Capital Stock of such joint venture or in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent organizational documents of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company entities in which Borrower or any Restricted Subsidiary are enacted owns a minority interest applicable to such entity and the Capital Stock of such entity, (with each l) customary provisions in software and other Intellectual Property licenses entered into in the ordinary course of business pursuant to which such Loan Party is the licensee of the foregoing being within relevant software or Intellectual Property, as the general parameters customary case may be (in which case, any prohibition or limitation shall relate only to the banking industry or arising pursuant assets subject to the applicable banking institution’s general terms license), and conditions) or (jm) restrictions on cash or other deposits under contracts entered into in respect the ordinary course of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, business and not prohibited hereunder and limited to such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereundercash or other deposit.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, other than (a) restrictions and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, Refinancing Debt, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunder.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits (other than a dollar limit, provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, Documents (and any Indebtedness permitted by Section 6.18(i) or (iv), agreement governing any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, Permitted Refinancing in the good faith determination respect of the CompanyTerm Loans, so long as any such prohibition or limitation contained in such refinancing agreement is not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in that that which exists as of the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofEffective Date), (b) customary restrictions and conditions contained any agreements governing any secured Indebtedness otherwise permitted hereby (in agreements relating to Dispositions permitted by Section 6.14 pending which case, any prohibition or limitation shall only be effective against the consummation of such Dispositionsassets financed thereby), (c) restrictions or conditions imposed by any an agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply prohibiting only to the property or assets creation of Liens securing such Indebtedness or the Persons obligated thereonSubordinated Indebtedness, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien)pursuant to applicable law, (e) restrictions by reason of customary provisions restricting assignments, subletting or conditions imposed by restrictions on cash other transfers contained in leases, licenses and other deposits or net worth provisions in leases and other similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (f) any prohibition or limitation that consists of customary restrictions and conditions binding on a Restricted Subsidiary contained in any agreement relating to the sale or its assets sale-leaseback of any property permitted under this Agreement, (g) documents, agreements or constituent documents governing joint ventures, (h) any agreement in effect at the time such Restricted a Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so as long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation)Subsidiary, (i) with respect to bank deposit accountsagreements permitted under subsection 8.10, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions arising in respect connection with cash or other deposits permitted under subsections 8.3 and 8.7 and limited to such cash or deposits and (k) customary non-assignment provisions in contracts entered into in the ordinary course of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderbusiness.

Negative Pledge Clauses. The Company Neither Holdings nor any Borrower will, nor will not, and will not they permit any of the Restricted Subsidiary Subsidiaries to, enter into or suffer permit to exist any Contractual Obligation (other than this Agreement or become effective any agreement other Credit Document) that prohibits or limits the ability of Holdings, the Company Borrower or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any Liens on property of its property such Person for the benefit of the Secured Parties with respect to the Obligations or revenues, whether now owned or hereafter acquired, other than under the Credit Documents; provided that the foregoing shall not apply to Contractual Obligations that (ai)(x) restrictions exist on the Closing Date and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the Lenders than those contained extent Contractual Obligations permitted by clause (x) are set forth in customary documentation governing similar an agreement evidencing Indebtedness or other obligations, are set forth in the market at the time of such incurrence, and any agreement evidencing any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating incurred to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing Refinance such Indebtedness or obligation so long as such Permitted Refinancing Indebtedness does not expand the Persons obligated thereonscope of such Contractual Obligation, (dii) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions are binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on of the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Borrower, so long as such contractual obligations Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredof the Borrower, (giii) represent Indebtedness of a Restricted Subsidiary of the Borrower that is not a Guarantor to the extent such Indebtedness is permitted by Section 10.1, (iv) arise pursuant to agreements entered into with respect to any sale, transfer, lease or other disposition permitted by Section 10.4 and applicable solely to assets under such sale, transfer, lease or other disposition, (v) are customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, applicable to joint ventures permitted by Section 10.5 and applicable solely to such joint venture or similar Personentered into in the ordinary course of business, (hvi) are negative pledges and restrictions on Liens in favor of any instrument governing holder of Indebtedness assumed in connection with the Acquisition (permitted under Section 10.1, 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 relate to survive the Acquisition assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.1 to the Acquisition Documentation)extent that such restrictions apply only to the property or assets securing such Indebtedness, (iix) with respect to bank deposit accounts, cash sweep arrangements, cash management services are customary provisions restricting subletting or cash pooling arrangements, conditions that require consent assignment of any lease governing a leasehold interest of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company Borrower or any Restricted Subsidiary Subsidiary, (x) are enacted customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (with each xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are imposed by Applicable Law; (xiii) exist under the Term Loan Credit Documents or any documentation governing any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness and (xiv) customary net worth provisions contained in real property leases entered into by Subsidiaries of the foregoing being within Borrower, so long as the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that Borrower has determined in good faith judgment of the Company, that such conditions would net worth provisions could not have a material adverse effect on reasonably be expected to impair the ability of any the Borrower and its Subsidiaries to satisfy its Obligations hereundermeet their ongoing obligation.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesProperty, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than than: (a) restrictions and conditions in this Agreement, the other Loan Documents, the Intercreditor Agreement and any Indebtedness permitted by Section 6.18(iOther Intercreditor Agreement; (b) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness and/or other obligations secured by a Lien permitted by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets subject to be incurred or outstanding such Liens permitted by this Agreement); (c) software and other Intellectual Property licenses pursuant to Section 6.18 which the Borrower or such Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the extent such agreements contain assets subject of the applicable Lien restrictions, license); (d) Contractual Obligations incurred in the good faith determination ordinary course of business and on customary terms which limit Liens on the assets subject of the Companyapplicable Contractual Obligation; (e) any agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, not materially less favorable to any prohibition or limitation shall only be effective against the Lenders than those assets of such Non-Guarantor Subsidiary and its Subsidiaries); (f) prohibitions and limitations in effect on the Closing Date and listed on Schedule 7.12; (g) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures not prohibited by this Agreement; (h) customary documentation provisions restricting the subletting or assignment of any lease governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, a leasehold interest; (bi) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured any Disposition of Property not prohibited hereunder; (j) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (k) restrictions imposed by applicable law; (l) restrictions in any agreements or instruments relating to any Indebtedness permitted to be incurred by this Agreement (including indentures, instruments or agreements governing any Additional Obligations, indentures, instruments or agreements governing any Permitted Debt Exchange Notes, indentures, instruments or agreements governing any Permitted Refinancing Obligations, indentures, instruments or agreements governing any Rollover Indebtedness and indentures, instruments or agreements governing any Permitted Refinancings of each of the foregoing) (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive on the Restricted Subsidiaries than the encumbrances contained in this Agreement (as determined in good faith by the Borrower) or (ii) if such encumbrances and restrictions or are customary for similar financings in light of prevailing market conditions apply only at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the property Security Documents; (m) restrictions in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z) relating solely to the assets or assets securing proceeds thereof secured by such Indebtedness or to the Persons obligated thereon, extent required to be so limited by such Sections; and (dn) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements agreement entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunder.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than than: (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents; (b) the Senior Interim Loan Documents and any Senior Notes Indenture; (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any Indebtedness permitted by Section 6.18(iprohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof); (d) software and other Intellectual Property licenses in the ordinary course of business pursuant to which the Borrower or such Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be, (iv)in which case, any documentation governing prohibition or limitation shall relate only to the Senior Notesassets subject of the applicable license); (e) Contractual Obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation; (f) any agreements regarding Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any credit agreements, indentures prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries); (g) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.12; (h) customary provisions limiting the disposition or distribution of assets or property contained in joint venture agreements and other similar agreements governing Indebtedness permitted applicable to be incurred or outstanding pursuant to Section 6.18 Joint Ventures, which limitation is applicable only to the extent assets that are the subject of such agreements; (i) customary provisions in agreements contain applicable Lien restrictions, entered into in the good faith determination ordinary course restricting the subletting or assignment of the Company, not materially less favorable to the Lenders than those contained in customary documentation any lease governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, a leasehold interest; (bj) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness an asset sale permitted by this Agreement if Section 7.4 or 7.5; (k) any agreement in effect at the time any Person becomes a Subsidiary, so long as such restrictions agreement was not entered into in contemplation of such Person becoming a Subsidiary, which encumbrance or conditions apply only restriction is not applicable to any Person, or the properties or assets of any Person (or Persons), other than the Person, or the property or assets securing of the Person (or Persons), so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted hereby; (l) restrictions imposed by applicable law; (m) [Intentionally Omitted]; (n) restrictions in respect of Indebtedness secured by Liens permitted by Sections 7.3(g), 7.3(k) and 7.3(aa) relating solely to the assets or proceeds thereof secured by such Indebtedness to the Persons obligated thereon, extent required to be so limited by such Sections; and (do) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements agreement entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunder.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Holdings, a Borrower or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 agreement related to the extent such agreements contain applicable Lien restrictions, in the good faith determination ABL Facility and Junior Indebtedness or any agreement related to any Permitted Amendment or Refinancing of any of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofforegoing, (b) customary restrictions any agreements governing any secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositionsproceeds thereof), (c) restrictions software and other Intellectual Property licenses pursuant to which Holdings, a Borrower or conditions imposed by such Restricted Subsidiary is the licensee or licensor of the relevant software or Intellectual Property, as the case may be, (in which case, any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions prohibition or conditions apply limitation shall relate only to the property or assets securing such Indebtedness or subject of the Persons obligated thereonapplicable license), (d) Contractual Obligations incurred in the ordinary course of business and on customary provisions in leases and other contracts restricting terms which limit Liens on the assignment, subletting assets subject of the applicable Contractual Obligation or impose restrictions on cash or other transfer thereof (including the granting of any Lien)deposits with respect thereto, (e) restrictions any agreements regarding Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or conditions imposed by restrictions limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and any other Non-Guarantor Subsidiary), (f) prohibitions and limitations in effect on cash the date hereof and listed on Schedule 7.12, (g) customary provisions contained in joint venture agreements and other deposits or net worth provisions in leases and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (fh) customary provisions restricting the subletting or assignment of any lease or sublease governing a leasehold interest, (i) customary restrictions and conditions binding on contained in any agreement relating to a Restricted Subsidiary Disposition permitted by Section 7.4 or its assets 7.5, (j) any agreement in effect at the time such Restricted Subsidiary first any Person becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Subsidiary, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, and (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (hk) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation)restrictions on Liens imposed by any amendments, (i) with respect to bank deposit accountsmodifications, cash sweep arrangementsrestatements, cash management services renewals, increases, supplements, refundings, replacements or cash pooling arrangements, conditions that require consent refinancings of the bank before any lien contracts, instruments or pledge arrangement securing obligations referred to in clauses (f) and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the CompanyBorrowers, no more restrictive with respect to such conditions would not have a material adverse effect on the ability of any Borrower encumbrance and other restrictions than those prior to satisfy its Obligations hereundersuch amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Covenant Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, Documents or any other Indebtedness permitted by Section 6.18(i) hereunder, so long as the prohibitions or (iv), limitations contained in such other Indebtedness on the ability of any documentation governing Covenant Party to so secure its obligations under the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, Loan Documents are not materially less favorable to the Lenders more restrictive, when taken as a whole, than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofSenior Subordinated Documents, (b) customary restrictions and conditions contained any agreements governing any Indebtedness secured by Liens permitted hereby (in agreements relating which case, any prohibition or limitation shall only be effective against the assets subject to Dispositions permitted by Section 6.14 pending the consummation of such DispositionsLien), (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if agreements which (i) are binding on a Subsidiary at the time such restrictions or conditions apply only to the property or assets securing Subsidiary first becomes a Subsidiary, so long as such Indebtedness or the Persons obligated thereonagreements were not entered into in contemplation of such Person becoming a Subsidiary, (dii) are customary provisions in leases joint venture agreements and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash similar agreements applicable to joint ventures permitted under Section 7.8 and other deposits or net worth provisions in leases applicable solely to such joint venture and other agreements entered into in the ordinary course of business, (fiii) are customary restrictions and conditions binding on a Restricted Subsidiary in leases, subleases, licenses or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), asset sale agreements otherwise permitted hereby so long as such contractual obligations were not restrictions relate to the assets subject thereto, (iv) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (v) are customary provisions restricting assignment of any agreement entered into solely in contemplation the ordinary course of such Person becoming a Restricted Subsidiary business, and (vi) are restrictions on cash or assets being acquired, other deposits imposed by customers under contracts entered into in the ordinary course of business and (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (hd) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition prohibition or limitation that exists pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent applicable Requirements of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderLaw.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions and conditions in (i) this Agreement, the other Loan Documents and the Second Lien Loan Documents, (ii) any agreement governing any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date7.2(v), so long as any such contractual obligations were agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing in respect of the Loans, the loans under the Second Lien Credit Agreement or Indebtedness incurred pursuant to Section 7.2(v), in each case, with respect to this clause (iii), so long as any such agreement is not more restrictive than the Loan Documents, the Second Lien Loan Documents and such Indebtedness, as applicable, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or assets being acquiredreplaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.13 contained therein or (gd) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in partnership agreementsleases, subleases, licenses or sublicenses, so long as such restrictions are limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted property or assets subject to survive such leases, subleases, licenses or sublicenses, as the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereundercase may be.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Parent, the Borrower or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior NotesNote Indenture, the Senior Subordinated Note Indenture and any credit agreements, indentures or similar agreements governing Indebtedness permitted agreement related to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofNotes and Permitted Subordinated Indebtedness, (b) customary restrictions any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositionsproceeds thereof), (c) restrictions software and other Intellectual Property licenses pursuant to which the Parent, the Borrower or conditions imposed by such Restricted Subsidiary is the licensee or licensor of the relevant software or Intellectual Property, as the case may be, (in which case, any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions prohibition or conditions apply limitation shall relate only to the property or assets securing such Indebtedness or subject of the Persons obligated thereonapplicable license), (d) Contractual Obligations incurred in the ordinary course of business and on customary provisions in leases and other contracts restricting terms which limit Liens on the assignment, subletting or other transfer thereof (including assets subject of the granting of any Lien)applicable Contractual Obligation, (e) restrictions any agreements regarding Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or conditions imposed by restrictions limited shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries), (f) prohibitions and limitations in effect on cash the date hereof and listed on Schedule 7.12, (g) customary provisions contained in joint venture agreements and other deposits or net worth provisions in leases and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (fh) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (i) customary restrictions and conditions binding on a Restricted Subsidiary contained in any agreement relating to an asset sale permitted by Section 7.4 or its assets 7.5 and (j) any agreement in effect at the time such Restricted Subsidiary first any Person becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Subsidiary, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderSubsidiary.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesrevenues (it being understood that an “equal and ratable” provision is not an agreement that imposes such a prohibition or limitation), whether now owned or hereafter acquired, securing Indebtedness and other obligations under the Loan Documents (regardless of the amount thereof), other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) restrictions contained in the documents governing any Indebtedness permitted by Section 6.18(iwith a final maturity of less than one year, (c) or (iv), restrictions contained in the documents governing any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Subsidiary Indebtedness permitted to be incurred or outstanding pursuant to under Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof7.2, (bd) restrictions and conditions imposed by law, (e) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the Disposition of a Subsidiary, property or assets pending the consummation of such DispositionsDisposition, provided such restrictions and conditions apply only to such Subsidiary, property or assets, (cf) restrictions and conditions contained in documentation relating to a Subsidiary acquired after the Closing Date, provided that such restriction or condition (i) existed at the time such Person became a Subsidiary and was not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) applies only to such Subsidiary, (g) restrictions and conditions imposed by contained in any agreement relating to Indebtedness or other obligations secured Indebtedness by Liens permitted by under this Agreement if such restrictions or and conditions apply only to the property or assets securing subject to such Indebtedness or the Persons obligated thereon, Liens and (dh) customary provisions in leases leases, licenses and other contracts restricting or conditioning the assignmentassignment or encumbrance thereof, subletting or other transfer thereof (including the granting including, without limitation, licenses and sublicenses of any Lien)patents, (e) restrictions or conditions imposed by restrictions on cash trademarks, copyrights and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderintellectual property rights.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, any the Senior Note Indenture, Existing Notes, the Mortgage Facility or documents evidencing Indebtedness permitted by Section 6.18(i) or (ivincurred under Sections 7.2(e), any documentation governing the Senior Notes(g), any credit agreements(h), indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions(r), in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, (s) and (x) and any Permitted Refinancing Indebtedness in respect thereofof any such Indebtedness, (b) customary restrictions any agreements governing any Indebtedness secured by Liens permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Lien) and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if agreements which (i) are binding on a Restricted Subsidiary at the time such restrictions or conditions apply only to the property or assets securing Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Indebtedness or the Persons obligated thereonagreements were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (dii) are customary provisions in leases joint venture agreements and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash similar agreements applicable to joint ventures permitted under Section 7.8 and other deposits or net worth provisions in leases and other agreements applicable solely to such joint venture entered into in the ordinary course of business, (fiii) are customary restrictions and conditions binding on a Restricted Subsidiary leases, subleases, licenses or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), asset sale agreements otherwise permitted hereby so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or restrictions relate to the assets being acquiredsubject thereto, (giv) are customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer restricting subletting or assignment of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument lease governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent a leasehold interest of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company Borrower or any Restricted Subsidiary Subsidiary, (v) are enacted (with each customary provisions restricting assignment of the foregoing being within the general parameters customary any agreement entered into in the banking industry ordinary course of business, and (vi) are restrictions on cash or arising pursuant to other deposits imposed by customers under contracts entered into in the applicable banking institution’s general terms and conditions) or (j) restrictions in respect ordinary course of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderbusiness.

Negative Pledge Clauses. The Company Top Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Top Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions and conditions in this Agreement, the other Loan Documents and the Second Lien Documents, (b) any Indebtedness agreements evidencing or governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and contracts, (d) any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, agreement in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market effect at the time any Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofPerson becoming a Restricted Subsidiary, (be) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided that such restrictions or and conditions apply only to the property Restricted Subsidiary that is to be sold (or whose assets securing are to be sold) and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Liensale is permitted hereunder), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary existing on the Execution Closing Date and any amendments or assets owned by any Restricted Subsidiary on the Execution Date), modifications thereto so long as such contractual obligations were amendment or modification does not entered into solely expand the scope of any such restriction or condition in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredany material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Non-Guarantor Subsidiaries permitted under Section 7.2; provided that such Indebtedness is only with respect to the assets of Restricted Subsidiaries that are Non-Guarantor Subsidiaries and (h) customary provisions in partnership joint venture agreements, limited liability company governance documentsoperating agreements, joint venture partnership agreements, stockholders agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderagreements.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter (a) Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Holdings or any Restricted Subsidiary to create, incur, assume or suffer to exist incur any Lien upon any of its property or revenuesthe Collateral, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to the extent required thereby to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, the Second Lien Loan Documents, any Indebtedness document related to any Permitted Incremental Equivalent Debt, any document related to any Second Lien Permitted Incremental Equivalent Debt, any First Lien Term Loan Document or any document related to a Permitted Refinancing of any of the foregoing, (b) any agreements evidencing or governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), any documentation governing (c) customary restrictions on the Senior Notesassignment of leases, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, licenses and contracts entered into in the good faith determination ordinary course of the Companybusiness, not materially less favorable (d) any agreement (including with respect to the Lenders than those contained Indebtedness) in customary documentation governing similar Indebtedness in the market effect at the time any Person becomes a Restricted Subsidiary of the Borrower; provided, that such agreement was not entered into in contemplation of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofPerson becoming a Restricted Subsidiary of the Borrower, (be) customary restrictions and conditions contained in agreements relating to Dispositions the sale of a Restricted Subsidiary of the Borrower (or the assets of a Restricted Subsidiary of the Borrower) pending such sale; provided, such restrictions and conditions apply only to the Restricted Subsidiary of the Borrower that is to be sold (or whose assets are to be sold) and such sale is permitted by Section 6.14 pending the consummation of such Dispositionshereunder, (cf) restrictions under agreements evidencing or conditions governing or otherwise relating to Indebtedness of any Restricted Subsidiaries that are Foreign Subsidiaries or Non Guarantor Subsidiaries permitted under Section 8.01; provided that such Indebtedness is only with respect to the assets of any Restricted Subsidiaries that are Foreign Subsidiaries or Non Guarantor Subsidiaries, (g) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (h) restrictions on cash or other deposits or net worth imposed by any agreement customers under contracts entered into in the ordinary course of the business of the Borrower and its Restricted Subsidiaries, (i) customary restrictions and conditions contained in agreements relating to secured Indebtedness the Disposition of property or assets or Capital Stock permitted hereunder by this Agreement if a Loan Party or a Restricted Subsidiary of a Loan Party pending such Disposition, provided such restrictions or and conditions apply only to the property or assets securing such Indebtedness of the Loan Party or the Persons obligated thereonRestricted Subsidiary of a Loan Party that are to be Disposed and such Disposition is permitted hereunder, (dj) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business, (fk) Indebtedness permitted under Sections 8.01(w) and (aa), (l) any negative pledge incurred or provided in favor of any holder of any secured Indebtedness permitted hereunder, (m) customary anti assignment provisions in licenses and other contracts restricting the sublicensing or assignment thereof or in contracts for the Disposition of any assets or any Subsidiary of a Loan Party, provided that the restrictions and conditions binding on in any such contract shall apply only to the assets or Subsidiary of a Restricted Subsidiary Loan Party that is to be Disposed of, (n) provisions in leases of real property that prohibit mortgages or its assets pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease, (o) any encumbrance or restriction contained in any agreement of a Person acquired in an Investment permitted hereunder, which encumbrance or restriction was in existence at the time of such Restricted Subsidiary first becomes a Restricted Subsidiary Investment (but not created in contemplation thereof) and which encumbrance or such restriction is not applicable to any Person or the properties or assets were first acquired by such Restricted Subsidiary (of any Person, other than a Restricted Subsidiary the Person or the property and assets of the Person so acquired, (p) pursuant to Contractual Obligations that was a Restricted Subsidiary (y) exist on the Execution Closing Date or assets owned and (z) to the extent Contractual Obligations permitted by clause (z) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any Permitted Refinancing thereof so long as such Permitted Refinancing does not expand the scope of such Contractual Obligation, (q) pursuant to Indebtedness of any Restricted Subsidiary on of Holdings that is not a Loan Party that is permitted by Section 8.01, (r) restrictions in connection with cash or other deposits permitted under Section 8.02, and (s) restrictions imposed by any agreement governing Indebtedness entered into after the Execution DateClosing Date and permitted under Section 8.01 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any other Loan Party than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such contractual obligations were restrictions will not affect its obligation or ability to make any payments required hereunder. (b) Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or repay or prepay any Indebtedness owed to, the Borrower or any other Significant Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Significant Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Significant Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Significant Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Restricted Subsidiary so long as such sale is permitted hereunder, (iii) customary restrictions on the assignment of leases, contracts and licenses entered into in the ordinary course of business, (iv) any agreement in effect at the time any Person becomes a Significant Restricted Subsidiary of the Borrower; provided that such agreement was not entered into solely in contemplation of such Person becoming a Significant Restricted Subsidiary or assets being acquiredof the Borrower, (gv) customary provisions restrictions of the nature referred to in partnership clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (vi) agreements governing Indebtedness outstanding on the Closing Date and listed on Schedule 8.01(i) and any amendments, modifications, restatements, renewals, increases, supplements, refundings or Permitted Refinancings of those agreements, limited liability company governance documents(vii) Liens permitted by Section 8.02 that limit the right of the Borrower or any of its Significant Restricted Subsidiaries to dispose of the assets subject to such Liens, (viii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, agreements in respect of sales of Capital Stock and other similar agreements entered into in connection with transactions permitted under this Agreement, provided that restrict such encumbrance or restriction shall only be effective against the transfer assets or property that are the subject of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Personsuch agreements, (hix) any instrument governing Indebtedness assumed or Capital Stock of a Person acquired by the Borrower or any of its Significant Restricted Subsidiaries as in connection effect at the date of such acquisition, which encumbrance or restriction is not applicable to any Person, or the property or assets of any Person, other than the Person, or the properties or assets of such Person, so acquired, (x) restrictions under agreements evidencing or governing Indebtedness of any Significant Restricted Subsidiaries that are Foreign Subsidiaries or Non Guarantor Subsidiaries permitted under Section 8.01; provided that such restrictions are only with the Acquisition respect to assets of any Significant Restricted that are Foreign Subsidiaries or Non Guarantor Subsidiaries, (to the extent xi) restrictions under agreements evidencing or governing Indebtedness permitted to survive the Acquisition pursuant to the Acquisition Documentationunder Section 8.01(b), (i) with respect to bank deposit accountsc), cash sweep arrangements(e), cash management services or cash pooling arrangements(g), conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditionsq) or (jv) or Permitted Incremental Equivalent Debt, (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment the ordinary course of the Companybusiness of the Borrower and its Significant Restricted Subsidiaries, (xiii) customary provisions in joint venture agreements or other similar agreements applicable to joint ventures and applicable solely to such conditions would not have a material adverse effect on joint venture or its Capital Stock, and (xiv) any restrictions regarding licenses or sublicenses by the ability Borrower and the other Significant Restricted Subsidiaries of any Borrower trademarks, service marks, trade names, copyrights, patents, franchises, licenses and other Intellectual Property rights (in which case such restriction shall relate only to satisfy its Obligations hereundersuch right to Intellectual Property pursuant to such license or sublicense).

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under this Agreement or the other Loan Documents (to the extent that such limitation would have the effect of prohibiting Holdings, the Borrower or any of its Subsidiaries from granting a Lien on any of its assets to secure all obligations under this Agreement and the other Loan Documents in respect of a principal amount of Indebtedness that is not greater than the excess of (i) (x) the First Lien Term Cap on the Restatement Effective Date plus (y) the Revolving Commitment Cap minus (ii) the principal amount of First Lien Notes at any time and the principal amount of Indebtedness repaid under this Agreement from the proceeds of asset sales and casualty events) other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any agreements governing any purchase money Liens or Finance Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) pursuant to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the maximum aggregate liabilities of Holdings, the Borrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) [Reserved], (e) pursuant to agreements governing Indebtedness permitted by assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 6.18(i7.7(f) or (iv)h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (f) as contained in any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements other agreement governing Indebtedness permitted to be incurred or outstanding pursuant to secured by Liens described in Section 6.18 to the extent 7.3(o) so long as such agreements contain applicable Lien restrictions, restrictions are no more onerous in the good faith determination of the Company, not materially less favorable to the Lenders any material respect than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofLoan Documents, (bg) customary restrictions and conditions as contained in agreements relating to Dispositions permitted by any QPC Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness of Holdings described in Section 6.14 pending the consummation of such Dispositions7.3(e), (ci) restrictions or conditions imposed by (m) or Indebtedness of any agreement relating to secured Indebtedness permitted by this Agreement if Qualified Parent Company, in each case, so long as such restrictions or conditions apply only to are no more onerous in any material respect than those contained in any QPC Indenture as in effect on the property or assets securing such Indebtedness or the Persons obligated thereonRestatement Effective Date, (dh) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements licenses entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary business or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by as required in any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation)franchise permit, (i) with respect customary restrictions in an agreement to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent Dispose of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary assets in the banking industry or arising pursuant a transaction permitted under Section 7.5 solely to the applicable banking institution’s general terms extent that such restriction applies solely to the assets to be so Disposed and conditions) or (j) restrictions in respect of assets that, taken as imposed with a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderPermitted Securitization Financing.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer permit to exist or become effective any agreement that prohibits or limits (other than a dollar limit; provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the obligations under the Loan Documents in full) the ability of the Company Borrower or any Domestic Subsidiary that is a Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or any other secured obligation permitted by Section 7.2(c), (d), (g), (t), or (v) (in which case, any prohibition or limitation shall only be effective against (x) in the case of purchase money Liens or Capital Lease Obligations, the assets financed thereby and proceeds thereof and (y) in the case of other secured obligations, the specific assets subject to the Lien securing such obligation), (c) (i) any agreements governing Indebtedness permitted by Section 6.18(i7.1(k) and any Guarantee Obligations with respect thereto or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofthereof (provided that such prohibitions or limitations contained in any agreement referred to in this clause (c)(i) are not materially more restrictive, when taken as a whole, than Section 7.2 hereof) and (ii) any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that such prohibitions or limitations contained therein are not materially more restrictive, when taken as whole, than those (if any) in the agreement governing such Indebtedness as of the Closing Date), (bd) customary provisions in joint venture agreements and similar agreements and any agreement with respect to Indebtedness primarily incurred to finance the acquisition of an interest in a joint venture that restrict the transfer or encumbrance of assets of, or equity interests in, the applicable joint ventures, (e) any agreement governing letters of credit issued in accordance with Section 7.1(h) or Bank Products, or Hedging Transactions, in any such case, containing provisions not more restrictive that the provisions of this Agreement, (f) licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case, any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (g) customary restrictions in any agreements governing Indebtedness of a joint venture which prohibit the pledge of the assets of, or equity interests in, such joint venture, (h) customary restrictions and conditions contained in agreements any agreement relating to Dispositions the Disposition of any property permitted under or not prohibited by Section 6.14 7.4 pending the consummation of such Dispositions, Disposition and (ci) restrictions or conditions imposed by that exist in any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets effect at the time such Restricted a Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)of Borrower, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (such restriction applies only to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent assets of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderSubsidiary.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Parent or any Restricted of its Subsidiaries (other than Excluded Subsidiaries (except to the extent any Subsidiary is an Excluded Subsidiary solely pursuant to clause (iii) of the definition thereof)) to create, incur, assume or suffer to exist any Lien upon any of its property (other than Parent Stock and other Excluded Assets) or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than than: (a) restrictions (i) this Agreement and conditions in this Agreement, the other Loan Documents, (ii) the documentation for Indebtedness permitted pursuant to Section 7.2(c) or 7.2(f), and (iii) the documentation for any Indebtedness permitted by Section 6.18(i7.2(l) or 7.2(p); provided, that such documentation permits the Liens on the Collateral securing the obligations under the Loan Documents as in effect on the date of incurrence thereof; (iv)b) any agreements governing secured Indebtedness permitted hereby (in which case, any documentation governing prohibition or limitation shall only be effective against the Senior Notesassets securing such Indebtedness) or Permitted Receivables Financings or Supply Chain Financings (in which case, any credit prohibition or limitation shall only be effective against the assets included in such Permitted Receivables Financing or Supply Chain Financings); (c) restrictions by reason of customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements, indentures asset sale agreements, trading, netting, operating, construction, service, supply, purchase, sale or similar other agreements governing Indebtedness permitted to be incurred entered into in the ordinary course of business or outstanding pursuant to Section 6.18 consistent with past practice (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the extent relevant Covered Agreement and/or the property or assets secured by such agreements contain applicable Liens or the property or assets subject to such Covered Agreement); (d) customary restrictions on the creation of Liens on any property or assets arising under a security agreement governing a Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, permitted under this Agreement; (be) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Subsidiary or any assets pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided such restrictions or and conditions apply only to the property Subsidiary or assets securing that are to be sold and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, sale is permitted hereunder; (f) customary restrictions and conditions binding on a Restricted Subsidiary in Intellectual Property license agreements; (g) any encumbrance or its assets at restriction assumed in connection with an acquisition of the time such Restricted Subsidiary first becomes a Restricted Subsidiary property or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by Capital Stock of any Restricted Subsidiary on the Execution Date)Person, so long as such contractual obligations were encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not entered into solely created in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, acquisition; (gh) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict (i) relating to the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person, Person (h) or any instrument governing Indebtedness assumed in connection “shell company” Parent with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentationrespect thereto), (ii) relating to such joint venture or its members or (iii) entered into in the ordinary course of business; (i) with respect to bank deposit accountsrestrictions on cash or other deposits permitted under Section 7.3 and/or 7.8 and any net worth or similar requirements, cash sweep arrangements, cash management services including such restrictions or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary requirements imposed by Persons under contracts entered into in the banking industry ordinary course of business or arising pursuant to the applicable banking institution’s general terms and conditions) for whose benefit such cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Effective Date or (ii) which are contemplated as of the Effective Date and, in the case of this clause (ii), to the extent the assets or property subject to such restriction are in excess of $5,000,000, set forth on Schedule 7.13; (k) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (l) restrictions with respect to any Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Subsidiary; provided that such agreement was not entered into in anticipation of such Subsidiary or such Unrestricted Subsidiary becoming a Subsidiary and any such restriction does not extend to any assets thator property of the Parent or any other Subsidiary other than the assets and property of such Subsidiary; (m) restrictions arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Merger Effective Time if the relevant restrictions, taken as a whole, are immaterialnot materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined by the Borrower in good faith) or are on then market terms for such type of Indebtedness (as determined by the Borrower in good faith); and (n) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section 7.13; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the CompanyParent, materially more restrictive with respect to such conditions would not have encumbrances and other restrictions, taken as a material adverse whole, than those in effect on prior to the ability of any Borrower to satisfy its Obligations hereunderrelevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer permit to exist or become effective any agreement that prohibits or limits (other than a dollar limit, provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the obligations under the Loan Documents in full) the ability of the Company or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or any other secured obligation (other than Indebtedness for borrowed money) permitted by Section 6.18(i7.3(c), (d), (t), (w) or (ivy) (in which case, any prohibition or limitation shall only be effective against (x) in the case of purchase money Liens or Capital Lease Obligations, the assets financed thereby and proceeds thereof and (y) in the case of other secured obligations, the specific assets subject to the Lien securing such obligation), (c) the Second Lien Term Loan Documents and any documentation agreement governing Permitted Second Lien Indebtedness (provided that the Senior Notes, any credit agreements, indentures prohibition or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially limitation contained therein is no less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness that which exists in the market at Second Lien Term Loan Documents) , any agreement governing any Indebtedness existing as of the time of such incurrence, Closing Date and any agreement governing any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, Indebtedness existing as of the Closing Date (c) restrictions provided that the prohibition or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only limitation contained therein is no less favorable to the property or assets securing Lenders than that which exists in the agreement governing such Indebtedness or as of the Persons obligated thereonClosing Date), (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership equity interests in, the relevant partnership, limited liability company, joint venture or similar Personventures, (he) customary provisions in any instrument agreements governing Indebtedness assumed any Receivable Financing Transaction (in connection with which case, any prohibition or limitation shall only be effective against the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentationassets conveyed thereunder), (if) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent any agreement governing Specified Letters of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company Credit or any Restricted Subsidiary are enacted Specified Swap Agreement containing provisions not more restrictive that the provisions of this Agreement and (with each g) licenses or sublicenses by the Borrower and its Subsidiaries of the foregoing being within the general parameters customary intellectual property in the banking industry ordinary course of business (in which case, any prohibition or arising pursuant to limitation shall only be effective against the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderintellectual property subject thereto).

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (aa)(i) restrictions and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) Documents and the First Lien Loan Documents (or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofof the First Lien Loans, so long as any such prohibition or limitation included in any such documentation governing any such Permitted Refinancing Indebtedness is no more restrictive than the applicable prohibition or limitation included in the First Lien Loan Documents) and (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as any such agreement is not more restrictive than the Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.14 contained therein, (d) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be or (e) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary or any assets pending the consummation of such Dispositionssale, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if provided that such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements that is to be sold and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent such sale is permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunder.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesProperty, whether now owned or hereafter acquired, to LEGAL_US_E # 147593786.29 secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or the applicable BrandCo Stock Pledge Agreement, other than (a) restrictions and conditions in than: 295. this Agreement, the other Loan Documents, Documents and any Indebtedness permitted by Section 6.18(i) or (iv), Intercreditor Agreement; 296. any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness and/or other obligations secured by a Lien permitted by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets subject to be incurred or outstanding such Liens permitted by this Agreement); 297. software and other Intellectual Property licenses pursuant to Section 6.18 which such Loan Party is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the extent such agreements contain assets subject to the applicable Lien restrictions, license); 298. Contractual Obligations incurred in the good faith determination ordinary course of business which (i) limit Liens on the assets that are the subject of the Companyapplicable Contractual Obligation or (ii) contain customary provisions restricting the assignment, transfer or pledge of such agreements; 299. any agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not materially less favorable prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries); 300. prohibitions and limitations in effect on the Closing Date and listed on Schedule 7.12 to the Lenders than those 2016 Term Loan Agreement; 301. customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures and other non-wholly owned entities not prohibited by this Agreement; 302. customary documentation provisions restricting the subletting, assignment, pledge or other transfer of any lease governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) a leasehold interest; 303. customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereonany Disposition of Property, (d) customary provisions leases, subleases, licenses, sublicenses, cross license, pooling and similar agreements not prohibited hereunder; 304. any agreement in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets effect at the time such Restricted Subsidiary first any Person becomes a Restricted Subsidiary of the Borrower or such assets were first acquired by such Restricted is merged with or into the Borrower or a Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on of the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Borrower, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower or assets being acquired, (g) customary provisions a party to such merger; 305. restrictions imposed by applicable law or regulation or license requirements; 306. restrictions in partnership agreements, limited liability company governance documents, joint venture any agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) instruments relating to any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive be incurred by this Agreement (including indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of each of the Acquisition foregoing) (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive on the Subsidiaries than the encumbrances contained in this Agreement (as determined in good faith by the Borrower) or (ii) if such encumbrances and restrictions are customary for similar financings in light of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the Borrower) and the LEGAL_US_E # 147593786.29 Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) Security Documents; 307. restrictions in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(y) relating solely to the assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, or proceeds thereof secured by such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunder.Indebtedness;

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member (other than an Excluded Subsidiary) to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired to secure its Obligations under the Loan Documents to which it is a party other than (a) restrictions (i) this Agreement and conditions in this Agreement, the other Loan Documents, (ii) any Indebtedness permitted by Section 6.18(i) or (iv), agreement governing any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 7.2 to the extent such prohibition or limitation is customary in agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, type and in any event so long as such agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect thereofof the Loans or Indebtedness permitted to be incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not materially more restrictive than the documents governing the Indebtedness being refinanced, as applicable, taken as a whole, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets secured thereby), (c) any agreement in effect at the time any Subsidiary becomes a Restricted Subsidiary of the Parent Borrower, so long as such prohibition or limitation applies only to such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Parent Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.13 contained therein, (d) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (e) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary or any assets pending the consummation of such Dispositionssale, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if provided that such restrictions or conditions apply only to the property Restricted Subsidiary or assets securing that is to be sold and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases sale is permitted hereunder and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) customary restrictions and conditions binding on a Restricted Subsidiary or its assets at in the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by definitive documentation governing any Restricted Subsidiary on the Execution Date)Permitted Receivables Facility, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (restrictions relate only to the extent permitted accounts receivable and related Permitted Receivables Financing Assets subject to survive the Acquisition pursuant such Permitted Receivables Facility and/or to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before distributions from any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderReceivables Subsidiary.

Negative Pledge Clauses. The Company Top Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Top Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions and conditions in this Agreement, the other Loan Documents, the First Lien Bank Documents and the Second Lien Documents, (b) any Indebtedness agreements evidencing or governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and contracts, (d) any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, agreement in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market effect at the time any Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofPerson becoming a Restricted Subsidiary, (be) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided that such restrictions or and conditions apply only to the property Restricted Subsidiary that is to be sold (or whose assets securing are to be sold) and such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Liensale is permitted hereunder), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary existing on the Execution Closing Date and any amendments or assets owned by any Restricted Subsidiary on the Execution Date), modifications thereto so long as such contractual obligations were amendment or modification does not entered into solely expand the scope of any such restriction or condition in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredany material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Non-Guarantor Subsidiaries permitted under Section 7.2; provided that such Indebtedness is only with respect to the assets of Restricted Subsidiaries that are Non-Guarantor Subsidiaries and (h) customary provisions in partnership joint venture agreements, limited liability company governance documentsoperating agreements, joint venture partnership agreements, stockholders agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderagreements.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure obligations under this Agreement or the other Loan Documents (to the extent that such limitation would have the effect of prohibiting Holdings, the Borrower or any of its Subsidiaries from granting a Lien on any of its assets to secure all obligations under this Agreement and the other Loan Documents in respect of a principal amount of Indebtedness that is not greater than the excess of (i) (x) the First Lien Term Cap on the Restatement Effective Date plus (y) the Revolving Commitment Cap minus (ii) the principal amount of First Lien Notes at any time and the principal amount of Indebtedness repaid under this Agreement from the proceeds of asset sales and casualty events) other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) pursuant to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the maximum aggregate liabilities of Holdings, the Borrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) the prohibitions and limitations on the Qualified LaGrange Entities pursuant to the LaGrange Documents, (e) pursuant to agreements governing Indebtedness permitted by assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 6.18(i7.7(f) or (iv)h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (f) as contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements other agreement governing Indebtedness permitted to be incurred or outstanding pursuant to secured by Liens described in Section 6.18 to the extent 7.3(o) so long as such agreements contain applicable Lien restrictions, restrictions are no more onerous in the good faith determination of the Company, not materially less favorable to the Lenders any material respect than those contained in customary documentation governing similar Indebtedness the CCO Senior Note Indenture and the related collateral and guarantee agreement as in effect on the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofRestatement Effective Date, (bg) customary restrictions and conditions as contained in agreements relating to Dispositions permitted by any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness of Holdings described in Section 6.14 pending the consummation of such Dispositions7.3(e), (ci) restrictions or conditions imposed by (m) or Indebtedness of any agreement relating to secured Indebtedness permitted by this Agreement if Qualified Parent Company, in each case, so long as such restrictions or conditions apply only to the property or assets securing such Indebtedness are no more onerous in any material respect than those contained in any QPC Indenture or the Persons obligated thereonHoldings Credit Documents as in effect on the Restatement Effective Date, (dh) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements licenses entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary business or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by as required in any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation)franchise permit, (i) with respect customary restrictions in an agreement to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent Dispose of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary assets in the banking industry or arising pursuant a transaction permitted under Section 7.5 solely to the applicable banking institution’s general terms extent that such restriction applies solely to the assets to be so Disposed and conditions) or (j) restrictions as contained in respect of assets that, taken the Silo Credit Agreements or the Silo Guarantee and Collateral Agreements as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderRestatement Effective Date.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in agreements relating to Dispositions permitted by Section 6.14 pending which case, any prohibition or limitation shall only be effective against the consummation of such Dispositionsassets financed thereby), (c) any Lien permitted by Section 7.3 or any document or instrument governing such Lien (provided, that any such restriction contained therein relates only to the asset or assets subject to such Lien), (d) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, (e) customary restrictions or conditions imposed by any contained in an agreement relating related to secured Indebtedness the sale of Property that limit the transfer of such property pending the disposition of such property, (f) customary restrictions in leases, subleases, licenses and sublicenses, asset sale agreements, joint venture agreements, sale-leaseback agreements and other similar agreements otherwise permitted by this Agreement if so long as such restrictions or conditions apply relate only to the property or assets securing subject thereto (and/or to the assignability of such Indebtedness or the Persons obligated thereonagreement), (dg) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements agreement entered into in the ordinary course of business, (fh) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (i) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time imposed by agreements relating to Indebtedness of Foreign Subsidiaries permitted under this Agreement, provided that such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)restrictions and conditions apply only to Foreign Subsidiaries, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets thatcash collateral so long as the Lien in respect of such cash collateral is permitted under this Agreement, taken (k) set forth in any Permitted Refinancing (so long as a whole, such restrictions set forth therein are immaterial, provided that not materially more restrictive than the comparable provisions of the Indebtedness being refinanced (as determined in good faith judgment by the Borrower)), (l) restrictions in agreements governing Indebtedness permitted by Section 7.2(n) that are determined by the Borrower to be customary for the relevant type of debt issuance, (m) any Swap Agreement permitted hereunder, (n) restrictions (i) existing on the CompanyClosing Date and either (x) disclosed in the Borrower’s annual report on Form 10-K for the year ended December 31, 2012 or (y) to the extent not disclosed on such conditions annual report, identified on Schedule 7.11 and (ii) any extension or renewal of such restriction or condition or any agreement evidencing such restriction or condition or any amendment or modification thereof, in each case that does not materially expand the scope of any such restriction or condition (as determined in good faith by the Borrower) or (o) are customary net worth provisions contained in real property leases or licenses of Intellectual Property, so long as the Borrower has determined in good faith that such provisions would not have a material adverse effect on reasonably be expected to impair the ability of any the Borrower and the other Loan Parties to satisfy its Obligations hereunderthe Obligations.

Negative Pledge Clauses. The Company will Holdings and the Borrower shall not, and will shall not permit any of their Restricted Subsidiary Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Holdings or any Restricted Subsidiary of Holdings to create, incur, assume or suffer to exist incur any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any Indebtedness agreements evidencing or governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), any documentation governing (c) customary restrictions on the Senior Notesassignment of leases, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, licenses and contracts entered into in the good faith determination ordinary course of the Companybusiness, not materially less favorable to the Lenders than those contained (d) any agreement of a Person in customary documentation governing similar Indebtedness in the market effect at the time such Person becomes a Restricted Subsidiary of Holdings; provided that such agreement was not entered into in contemplation of such incurrence, and any Permitted Refinancing Indebtedness in respect thereofPerson becoming a Restricted Subsidiary of Holdings, (be) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 the sale of a Restricted Subsidiary of Holdings (or the assets of a Restricted Subsidiary of Holdings) pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if sale; provided such restrictions or and conditions apply only to the property Restricted Subsidiary of Holdings that is to be sold (or whose assets securing are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date identified on Schedule 9.12 and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect (provided that any such arrangements shall be required to be described on Schedule 9.12 only to the extent that such arrangements exceed $5,000,000), (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Subsidiaries of Holdings that are not Subsidiary Guarantors to the extent such Indebtedness or is permitted under Section 9.4; provided that such Indebtedness is only with respect to the Persons obligated thereonassets of Subsidiaries of Holdings that are not Subsidiary Guarantors, (dh) customary provisions in leases joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other contracts restricting the assignmentsimilar agreements, subletting (i) agreements evidencing or other transfer thereof (including the granting of any Liengoverning Indebtedness permitted under Sections 9.4(a), (eb)(ii), (b)(iii), (b)(iv), (b)(v), (b)(vi), (b)(xv), (b)(xvii), (b)(xviii), (b)(xxi), (b)(xxiii), (b)(xxv), (b)(xxvi) restrictions or conditions imposed by and any Refinancing of any such Indebtedness, and (j) restrictions on cash and or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business, (f) restrictions the business of Holdings and conditions binding on a its Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderSubsidiaries.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesProperty, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than than: (a) restrictions and conditions in this Agreement, the other Loan Documents, Documents and any Indebtedness permitted by Section 6.18(iIntercreditor Agreement; (b) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness and/or other obligations secured by a Lien permitted by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets subject to be incurred or outstanding such Liens permitted by this Agreement); (c) software and other Intellectual Property licenses pursuant to Section 6.18 which such Loan Party is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the extent such agreements contain assets subject to the applicable Lien restrictions, license); (d) Contractual Obligations incurred in the good faith determination ordinary course of business which (i) limit Liens on the assets that are the subject of the Companyapplicable Contractual Obligation or (ii) contain customary provisions restricting the assignment, transfer or pledge of such agreements; (e) any agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not materially less favorable prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries); (f) prohibitions and limitations in effect on the Closing Date and listed on Schedule 7.12 to the Lenders than those 2016 Term Loan Agreement; (g) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures and other non-wholly owned entities not prohibited by this Agreement; (h) customary documentation provisions restricting the subletting, assignment, pledge or other transfer of any lease governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, a leasehold interest; (bi) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured any Disposition of Property, leases, subleases, licenses, sublicenses, cross license, pooling and similar agreements not prohibited hereunder; (j) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower or is merged with or into the Borrower or a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower or a party to such merger; (k) restrictions imposed by applicable law or regulation or license requirements; (l) restrictions in any agreements or instruments relating to any Indebtedness permitted to be incurred by this Agreement (including indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of each of the foregoing) (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive on the Restricted Subsidiaries than the encumbrances contained in this Agreement (as determined in good faith by the Borrower) or (ii) if such encumbrances and restrictions or are customary for similar financings in light of prevailing market conditions apply only at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the property Security Documents; (m) restrictions in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(y) relating solely to the assets or assets securing proceeds thereof secured by such Indebtedness or the Persons obligated thereon, Indebtedness; (dn) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements agreement entered into in the ordinary course of business, ; (fo) restrictions arising in connection with cash or other deposits not prohibited hereunder and limited to such cash or other deposit; (p) the ABL Facility and the ABL Documents; (q) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed arise in connection with the Acquisition (any Dispositions permitted by Section ‎7.5; provided, however, that such restrictions and conditions shall apply only to the extent permitted property subject to survive such Disposition; (r) the Acquisition pursuant 2016 Term Facility and the 2016 Term Loan Documents; and (s) the foregoing shall not apply to the Acquisition Documentation)any restrictions or conditions imposed by any amendments, (i) with respect to bank deposit accountsmodifications, cash sweep arrangementsrestatements, cash management services renewals, increases, supplements, refundings, replacements or cash pooling arrangements, conditions that require consent refinancings of the bank before any lien contracts, instruments or pledge arrangement securing other obligations referred to in clauses (a) through (r) above, provided, that the restrictions and liabilities of the Company conditions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets thatrefinancings are, taken as a whole, are immaterial, provided that in good faith judgment of the CompanyBorrower no more restrictive than those restrictions and conditions in effect immediately prior to such amendment, such conditions would not have a material adverse effect on modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing under the ability of any Borrower to satisfy its Obligations hereunderapplicable contract, instrument or other obligation.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property (including equity interests owned by such Group Member) or revenues, whether now owned or hereafter acquired, other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any Indebtedness agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), (c) any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, restrictions set forth in the good faith determination organizational documents of the CompanySubsidiaries of the Borrower listed on Schedule ES, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness (d) any restrictions set forth in the market at 2011 Senior Unsecured Note Indenture, the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof2012 Senior Unsecured Note Indenture or the Revolving Credit Agreement, (be) customary restrictions and conditions contained in agreements any agreement relating to Dispositions permitted by Section 6.14 the sale of any property pending the consummation of such Dispositions, sale; provided that (c1) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing to be sold, and (2) such Indebtedness or the Persons obligated thereonsale is permitted hereunder, (df) covenants in any one or more agreements governing Indebtedness permitted under Section 7.2 entered into after the Closing Date that are no more restrictive with respect to Borrower and its Subsidiaries than the equivalent restrictions set forth in the Loan Documents; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition, (h) restrictions by reason of customary provisions in leases and other contracts restricting the assignmentassignments, subletting or other transfer thereof (including the granting of any Lien)transfers contained in leases, (e) restrictions licenses or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other similar agreements entered into in the ordinary course of business, business (f) provided that such restrictions and conditions binding on a Restricted Subsidiary are limited to the property or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired secured by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on Liens or the Execution Date property or assets owned by any Restricted Subsidiary on the Execution Date)subject to such leases, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary licenses or assets being acquired, (g) customary provisions in partnership similar agreements, limited liability company governance documents, as the case may be) and (i) provisions limiting the disposition or distribution of assets or property in joint venture agreements, stock sale agreements and other similar agreements that restrict the transfer of assets ofagreements, or ownership interests inin each case, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive under this Agreement and only if entered into with the Acquisition pursuant approval of the Board of Directors of Holdings, which limitation is applicable only to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions assets that require consent are the subject of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderagreement.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien securing the Obligations upon any of its property or revenues, whether now owned or hereafter acquired, other than than: (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, ; (b) any Indebtedness permitted restrictions imposed by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing any secured Indebtedness (including any purchase money Liens or Capital Lease Obligations) otherwise permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, hereby; (bc) customary restrictions and conditions contained in agreements relating imposed by any Swap Agreements; (d) customary restrictions on transfers of property subject to Dispositions a Lien permitted under Section 7.3; (e) restrictions and conditions imposed on any Foreign Subsidiary by Section 6.14 pending the consummation terms of any Indebtedness of such Dispositions, Foreign Subsidiary permitted to be incurred under Section 7.2; (cf) customary restrictions or conditions imposed by any agreement relating to secured agreements governing any Indebtedness permitted by this Agreement if under Section 7.2, to the extent such restrictions or conditions apply only are not materially more restrictive than the restrictions and conditions in the Loan Documents; (g) any restrictions imposed by agreements governing a Disposition permitted under Section 7.5, provided that such prohibition or limitation relates solely to property to be disposed of; (h) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the property or assets securing such Indebtedness or the Persons obligated thereon, subject thereto; (di) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), lease governing a leasehold interest; (ej) restrictions or conditions imposed by restrictions on cash and other deposits or net worth customary provisions in leases and other agreements restricting assignment of any agreement entered into in the ordinary course of business, ; (fk) any restrictions and conditions binding on a Restricted Subsidiary imposed by Requirement of Law; (l) customary provisions in joint venture agreements or its assets similar agreements or the organizational documents of Subsidiaries that are not Wholly Owned Subsidiaries; (m) any agreement in effect at the time such Restricted Subsidiary first a Person becomes a Restricted Subsidiary of the Borrower or is merged or consolidated with the Borrower or any Subsidiary or such the assets were first acquired governed by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)agreement are acquired, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or such assets being acquired; (n) encumbrances, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements restrictions and other similar agreements that restrict conditions under the transfer of assets of, or ownership interests inPermitted Senior Unsecured Notes, the relevant partnershipindenture governing such Permitted Senior Unsecured Notes and the related guarantee obligations thereof by the Subsidiary Guarantors; (o) encumbrances, limited liability company, joint venture or similar Person, restrictions and conditions under Permitted Subordinated Debt and Permitted Senior Unsecured Debt; (hp) any instrument governing Indebtedness assumed in connection with restrictions imposed under the Acquisition Facilities, the High Yield Bridge Facility and/or the Permitted Senior Unsecured Notes; and (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation)q) restrictions and conditions in any agreement that refinances, (i) with respect to bank deposit accountsreplaces, cash sweep arrangementsmodifies, cash management services repays, redeems, refunds, renews or cash pooling arrangements, conditions that require consent of the bank before extends any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of agreement described in the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderclauses.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesProperty, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than than: (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, ; (b) any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness and/or other obligations secured by a Lien permitted by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets subject to be incurred or outstanding such Liens permitted by this Agreement); (c) software and other Intellectual Property licenses entered into in the ordinary course of business pursuant to Section 6.18 which such Loan Party is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the extent such agreements contain assets subject to the applicable Lien restrictions, license); (d) Contractual Obligations incurred in the good faith determination ordinary course of business which (i) limit Liens on the assets that are the subject of the Companyapplicable Contractual Obligation or (ii) contain customary provisions restricting the assignment, transfer or pledge of such agreements; (e) any agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not materially less favorable to prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the Lenders than those assets of such Non-Guarantor Subsidiary and its Subsidiaries); (f) prohibitions and limitations in effect on the Petition Date (i) under the Prepetition 2016 Term Loan Agreement, the Prepetition 2024 Notes Indenture, the Prepetition ABL Credit Agreement, the Prepetition BrandCo Facility Agreement and the Foreign ABTL Credit Agreement, or (ii) listed on Schedule 7.12; (g) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures and other non-wholly owned entities not prohibited by this Agreement; (h) customary documentation provisions restricting the subletting, assignment, pledge or other transfer of any lease governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, a leasehold interest; (bi) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured any Disposition of Property, leases, subleases, licenses, sublicenses, cross license, pooling and similar agreements not prohibited hereunder; (j) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower or is merged with or into the Borrower or a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower or a party to such merger; (k) restrictions imposed by applicable law or regulation or license requirements; (l) restrictions in any agreements or instruments relating to any Indebtedness permitted to be incurred by this Agreement (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive on the Subsidiaries than the encumbrances contained in this Agreement (as determined in good faith by the Borrower) or (ii) if such encumbrances and restrictions or are customary for similar financings in light of prevailing market conditions apply only at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the property Security Documents; (m) restrictions in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(y) relating solely to the assets or assets securing proceeds thereof secured by such Indebtedness or the Persons obligated thereon, Indebtedness; (dn) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements agreement entered into in the ordinary course of business, ; (fo) restrictions arising in connection with cash or other deposits not prohibited hereunder and limited to such cash or other deposit; (p) restrictions set forth in (i) the documents governing the Intercompany DIP Facility and (ii) the BrandCo DIP Documents; (q) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed arise in connection with the Acquisition (any Dispositions permitted by Section 7.5; provided, however, that such restrictions and conditions shall apply only to the extent permitted property subject to survive such Disposition; and (r) the Acquisition pursuant foregoing shall not apply to the Acquisition Documentation)any restrictions or conditions imposed by any amendments, (i) with respect to bank deposit accountsmodifications, cash sweep arrangementsrestatements, cash management services renewals, increases, supplements, refundings, replacements or cash pooling arrangements, conditions that require consent refinancings of the bank before any lien contracts, instruments or pledge arrangement securing other obligations referred to in clauses (a) through (q) above, provided, that the restrictions and liabilities of the Company conditions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets thatrefinancings are, taken as a whole, are immaterial, provided that in good faith judgment of the CompanyBorrower no more restrictive than those restrictions and conditions in effect immediately prior to such amendment, such conditions would not have a material adverse effect on modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing under the ability of any Borrower to satisfy its Obligations hereunderapplicable contract, instrument or other obligation.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property (including equity interests owned by such Group Member) or revenues, whether now owned or hereafter acquiredacquired (which, for the avoidance of doubt, shall exclude any agreement that requires maintenance of financial covenant ratios regarding amounts of secured debt or unencumbered assets), other than (a) restrictions this Agreement and conditions in this Agreement, the other Loan Documents, (b) any Indebtedness agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 6.18(i) hereby (in which case, any prohibition or (ivlimitation shall only be effective against the assets financed thereby), (c) any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, restrictions set forth in the good faith determination organizational documents of the CompanySubsidiaries of the Borrower listed on Schedule ES, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness (d) any restrictions set forth in the market at 2012 Senior Unsecured Note Indenture, the time of such incurrence, and 2013 Senior Unsecured Note Indenture or any Permitted Refinancing Indebtedness in respect thereofAdditional Senior Unsecured Indentures, (be) customary restrictions and conditions contained in agreements any agreement relating to Dispositions permitted by Section 6.14 the sale of any property pending the consummation of such Dispositions, sale; provided that (c1) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing to be sold, and (2) such Indebtedness or the Persons obligated thereonsale is permitted hereunder, (df) covenants in any one or more agreements governing Indebtedness permitted under Section 7.2 entered into after the Closing Date that are not materially more restrictive with respect to Borrower and its Subsidiaries than the equivalent restrictions set forth in the Loan Documents, (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition, (h) restrictions by reason of customary provisions in leases and other contracts restricting the assignmentassignments, subletting or other transfer thereof (including the granting of any Lien)transfers contained in leases, (e) restrictions licenses or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (fi) restrictions provisions limiting the disposition or distribution of assets or property in joint venture agreements, stock sale agreements and conditions other similar agreements, in each case, to the extent permitted under this Agreement and only if entered into with the approval of the Board of Directors of Holdings, which limitation is applicable only to the assets that are the subject of such agreement, (j) Contractual Obligations that are binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date)Subsidiary, so long as such contractual obligations Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquiredSubsidiary, (gk) are required by or pursuant to applicable Law, (l) are customary provisions in partnership agreementsrestrictions on leases, limited liability company governance documentssubleases, joint venture licenses, sublicenses, Capital Stock, or asset sale agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (otherwise permitted hereby so long as such restrictions relate to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation)assets subject thereto, and (im) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent are customary provisions restricting assignment of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary agreement entered into in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect ordinary course of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunderbusiness.

Negative Pledge Clauses. The Company will not, and will not permit any Restricted Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesProperty, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than than: (a) restrictions and conditions in this Agreement, the other Loan Documents, the Intercreditor Agreement and any Indebtedness permitted by Section 6.18(iOther Intercreditor Agreement; (b) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness and/or other obligations secured by a Lien permitted by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets subject to be incurred or outstanding such Liens permitted by this Agreement); (c) software and other Intellectual Property licenses pursuant to Section 6.18 which the Borrower or such Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the extent such agreements contain assets subject of the applicable Lien restrictions, license); (d) Contractual Obligations incurred in the good faith determination ordinary course of business and on customary terms which limit Liens on the assets subject of the Companyapplicable Contractual Obligation; (e) any agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, not materially less favorable to any prohibition or limitation shall only be effective against the Lenders than those assets of such Non-Guarantor Subsidiary and its Subsidiaries); (f) prohibitions and limitations in effect on the Closing Date and listed on Schedule 7.12; (g) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures not prohibited by this Agreement; (h) customary documentation provisions restricting the subletting or assignment of any lease governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, a leasehold interest; (bi) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured any Disposition of Property not prohibited hereunder; (j) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (k) restrictions imposed by applicable law; (l) restrictions in any agreements or instruments relating to any Indebtedness permitted to be incurred by this Agreement (including indentures, instruments or agreements governing any Additional Obligations, indentures, instruments or agreements governing any Permitted Debt Exchange Notes, indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of each of the foregoing) (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive on the Restricted Subsidiaries than the encumbrances contained in this Agreement (as determined in good faith by the Borrower) or (ii) if such encumbrances and restrictions or are customary for similar financings in light of prevailing market conditions apply only at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the property Security Documents; (m) restrictions in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z) relating solely to the assets or assets securing proceeds thereof secured by such Indebtedness or to the Persons obligated thereon, extent required to be so limited by such Sections; and (dn) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting assignment of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements agreement entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunder.