Common use of No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries Clause in Contracts

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any of its Subsidiaries, (iii) make loans or advances to Holdings or any of its Subsidiaries, or (iv) transfer any of its property or assets to Holdings or any of its Subsidiaries, except (a) as provided in this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any of its Subsidiaries, (iii) make loans or advances to Holdings or any of its Subsidiaries, or (iv) transfer any of its property or assets to Holdings or any of its Subsidiaries, except (a) as provided in this Agreement, Agreement and the Second First Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venturejoint venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vivii) of subsection 7.1 and 7.1, (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))., (j) encumbrances or restrictions existing under or by reason of applicable law and (k) encumbrances or restrictions on the transfer of any property subject to Liens permitted by subsection 7.2A.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except (a) as provided in this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and Agreement or any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelyother Loan Documents, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of CompanySubordinated Note Indenture, (d) encumbrances in any agreement of any Person assumed in connection with any acquisition of such Person permitted by subsection 7.3 that apply only to property of such Person, including restrictions under any acquired Indebtedness of such Person not incurred in violation of this Agreement relating to the property of such Person or restrictions existing under any of its Subsidiaries, which restriction in each case existed at the time of acquisition, was not put into place in connection with or by reason in anticipation of agreements that are customary provisions in joint venture agreements such acquisition and other similar agreements is not applicable to Joint Ventures permitted under subsection 7.3 and applicable solely any Person other than the Person acquired, or to such Joint Ventureany property other than the property so acquired, (e) encumbrances as to transfers of assets, as may be provided in leases or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (f) any agreement that amends, refinances or replaces any agreement containing restrictions permitted by the preceding clause (d); provided that the terms and conditions of such agreement, as they relate to any such restrictions, are no less favorable to Company or any such Subsidiary, as applicable, than those under the agreement so amended, refinanced or replaced, (g) restrictions contained in Indebtedness of a Foreign Subsidiary permitted by subsection 7.1(vii); provided that such restrictions relate only to one or more Foreign Subsidiaries, (h) as to Foreign Subsidiariestransfers of assets, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained as may be provided in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements agreement relating to Indebtedness Liens permitted under clauses (iv) and (vi) of by subsection 7.1 7.2A, and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized relating to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))Joint Ventures.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any of its Subsidiaries, (iii) make loans or advances to Holdings or any of its Subsidiaries, or (iv) transfer any of its property or assets to Holdings or any of its Subsidiaries, except (a) as provided in this Agreement, Agreement and the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venturejoint venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vivii) of subsection 7.1 and 7.1, (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))., (j) encumbrances or restrictions existing under or by reason of applicable law and (k) encumbrances or restrictions on the transfer of any property subject to Liens permitted by subsection 7.2A.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings Company and Company Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except for such restrictions or encumbrances existing by reason of (a) as provided any restrictions existing under any of the Loan Documents or any other agreements or contracts in this Agreement, effect on the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelyClosing Date, (b) as to transfers of assets, as may be provided in an agreement any restrictions with respect to any Person that becomes a sale Subsidiary of Company after the Closing Date under any agreement in existence at the time such assetsPerson becomes such a Subsidiary, (c) encumbrances or any restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a with respect to any Subsidiary of Company, so long as such agreements were not Company imposed pursuant to an agreement which has been entered into in contemplation for the sale or disposition of all or substantially all of the Capital Stock or assets of such Person becoming a Subsidiary of CompanySubsidiary, (d) encumbrances any restrictions with respect to any Subsidiary of Company all or restrictions existing under or substantially all of whose assets consist of property encumbered by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures Liens permitted under subsection 7.3 and applicable solely to such Joint Venture6.2A, (e) encumbrances or restrictions existing under or imposed by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject theretoapplicable laws, (f) encumbrances restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions existing under any agreement that amends, refinances or by reason of agreements replaces any agreement containing restrictions permitted under the preceding clauses (a) through (f); provided that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due terms and which are contained in the Organizational Documents conditions of any such Foreign Subsidiary (but only agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, than those under the extent required by Requirements of Law) agreement so amended, refinanced or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company Except as provided herein, each Borrower will not, and will not permit any of their its Subsidiaries (other than Unrestricted Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Company Company, such Borrower or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, except for such restrictions or encumbrances existing by reason of (a) as provided any restrictions existing under any of the Loan Documents or any other agreements or contracts in this Agreement, effect on the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and Closing Date or any Refinancing Second Lien Indebtedness and restrictions under any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelySubordinated Indebtedness, (b) as to transfers of assets, as may be provided in an agreement any restrictions with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on Subsidiary that is not a Subsidiary on the Closing Date under any agreement in existence at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming (c) any restrictions with respect to a Subsidiary of CompanyCompany imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, (d) encumbrances any restrictions with respect to any Subsidiary of Company all or restrictions existing under or substantially all of whose assets consist of property encumbered by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures Liens permitted under subsection 7.3 and applicable solely to such Joint Venture9.1A, (e) encumbrances or restrictions existing under or imposed by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject theretoapplicable laws, (f) encumbrances restrictions under leases of, 102 108 or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions existing under any agreement that amends, refinances or by reason of agreements replaces any agreement containing restrictions permitted under the preceding clauses (a) through (f) provided that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due terms and which are contained in the Organizational Documents conditions of any such Foreign Subsidiary (but only agreement are no less favorable to Company than those under the extent required by Requirements of Law) agreement so amended, refinanced or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any of its Subsidiaries, (iii) make loans or advances to Holdings or any of its Subsidiaries, or (iv) transfer any of its property or assets to Holdings or any of its Subsidiaries, except (a) as provided in this Agreement, the Second First Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second First Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Except as provided herein, Company will not, and will not permit any of their its Subsidiaries (other than Designated Non-Wholly-Owned Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock capital stock or other equity interests owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except (a) as provided in this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of for such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at (a) applicable law, (b) this Agreement and the time such Subsidiary first becomes a Subsidiary of Companyother Loan Documents, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company(c) the New Senior Notes Documents or any Refinancing Debt Indenture, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a any leasehold interestinterest of Company or any of its Subsidiaries, (ge) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any licensing agreement (in which Company or any of its Subsidiaries is the licensee) or other contract entered into by Company or any of its Subsidiaries in the ordinary course of business, (f) restrictions on the transfer of any asset pending the close of the sale of such asset, (g) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.2A(ii) or (iv), and (h) any agreement amending, refinancing or replacing any of the foregoing (so long as to Foreign Subsidiariesany such restrictions are not materially more restrictive, restrictions which do not have taken as a material adverse effect on the ability of Company to repay the Obligations when due and which are whole, than those contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) agreement so amended, refinanced or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)replaced).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings Except as provided herein and except for restrictions contained in the terms of any Indebtedness of Foreign Subsidiaries of Company permitted by subsection 7.1(xi) if such restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or Company determines that any such restriction will not materially affect Company's ability to make principal or interest payments on the Loans and the restriction is not materially more disadvantageous to Lenders than is customary in comparable financings, Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except as provided in the Bridge Loan Agreement as in effect on the Closing Date and the Senior Note Indenture in a form consistent with the "Description of Notes" contained in the Offering Memorandum dated June 7, 1999 or such other form as may be approved by Requisite Lenders, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except for (a) restrictions contained in the Bridge Loan Agreement as provided in this Agreement, effect on the Second Lien Credit Agreement, Closing Date and the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to Note Indenture in the extent permitted form approved by subsections 7.1(vii) and (viii), respectivelyRequisite Lenders, (b) as to transfers of assets, as may be provided customary non-assignment provisions contained in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject theretoand sublicenses, (fc) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or on the transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are Joint Venture interests contained in the Organizational Documents organizational documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) Joint Venture, and (vid) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized an executed agreement with respect to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))an Asset Sale.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings Company and Company Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except for such restrictions or encumbrances existing by reason of (a) as provided any restrictions existing under any of the Loan Documents or any other agreements or contracts in this Agreement, effect on the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelyOriginal Closing Date, (b) as to transfers of assets, as may be provided in an agreement any restrictions with respect to any Person that becomes a sale Subsidiary of Company after the Restatement Date under any agreement in existence at the time such assetsPerson becomes such a Subsidiary, (c) encumbrances or any restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a with respect to any Subsidiary of Company, so long as such agreements were not Company imposed pursuant to an agreement which has been entered into in contemplation for the sale or disposition of all or substantially all of the Capital Stock or assets of such Person becoming a Subsidiary of CompanySubsidiary, (d) encumbrances any restrictions with respect to any Subsidiary of Company all or restrictions existing under or substantially all of whose assets consist of property encumbered by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures Liens permitted under subsection 7.3 and applicable solely to such Joint Venture6.2A, (e) encumbrances or restrictions existing under or imposed by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject theretoapplicable laws, (f) encumbrances restrictions under leases of, or restrictions existing under mortgages and other agreements relating to Liens on, specified property or by reason assets limiting or prohibiting transfers of agreements that are customary provisions restricting subletting such property or assets (including, without limitation, non-assignment of any lease governing a leasehold interestclauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) encumbrances any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or restrictions existing under or are approved by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of businessAdministrative Agent, (h) as to Foreign Subsidiariesany restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes and the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or any restrictions existing under any agreement that amends, refinances or by reason of replaces any agreements governing any purchase money Liens or obligations agreement containing restrictions permitted under Capital Leases otherwise permitted hereby the preceding clauses (in which case, any prohibition or limitation shall only be effective against the property financed therebya) through (h); provided that individual agreements governing purchase money Liens the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, than those under the agreement so amended, refinanced or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings Except (i) as provided herein and in the Priority Secured Credit Agreement, (ii) as provided in any loan agreement or other document evidencing Indebtedness of (x) any of Company's Wholly Owned North American Subsidiaries permitted under subsection 7.1(vi) or (vii) or (y) any Off-Balance Sheet Subsidiary used solely to finance Off-Balance Sheet New Build Capital Expenditures, (iii) for any agreement that has been entered into for the sale or disposition of all or substantially all of the equity ownership interests or assets of such Subsidiary (provided that (x) the consummation of such sale or disposition is permitted by this Agreement, (y) such restriction only applies to the equity ownership interests or assets to be sold pursuant to such agreement and (z) such restriction terminates upon consummation or abandonment of such disposition and upon termination of such agreement), (iv) for any security agreement or other similar document creating or evidencing a Lien permitted by subsection 7.2A(iii), (iv), (v), (vi), (vii), (viii), (ix) or (x) securing Indebtedness permitted to be incurred under subsection 7.1, in each case to the extent that such security agreement or other document imposes restrictions of the nature described in clause (d) below on the property subject to such Lien, (v) for restrictions on non-Wholly Owned Subsidiaries, (vi) for customary provisions restricting subletting or assignment of leases, licenses and other contractual rights and obligations, and (vii) by reason of applicable law, Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Company or any other Subsidiary of Company, (iib) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iiic) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (ivd) transfer any of its property or assets to Holdings Company or any of its Subsidiaries, except (a) as provided in this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a other Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Domestic Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Domestic Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Domestic Subsidiary of its SubsidiariesCompany, except (a) as provided in this Agreement, Agreement and the Second First Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assetsassets or such Subsidiary, (c) encumbrances as provided in any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A, as to the assets securing such Indebtedness, and (d) as provided in (1) (a) any agreements which exist on the date hereof and (to the extent not otherwise permitted by this subsection 7.2C are listed on Schedule 7.2 hereto) and (b) to the extent agreements permitted by clause (a) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, refinancing, refunding, renewal or restrictions existing under extension thereof so long as such modification, replacement, refinancing, refunding, renewal or by reason extension does not expand the scope of agreements the restrictions; (2) any agreement binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were agreement was not entered into in contemplation of such Person becoming a Subsidiary of Company, ; (d3) encumbrances or restrictions existing under or any agreement representing Indebtedness of a Subsidiary which is not a Loan Party which is permitted by reason of agreements that are subsection 7.1; (4) customary provisions in joint venture Joint Venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture; (5) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under subsection 7.1 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness or that expressly permits Liens for the benefit of Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; (e6) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on in leases, subleases, licenses or permits asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property assets subject thereto, ; (f7) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, ; or (g) encumbrances or restrictions existing under or by reason of agreements that are 8) customary provisions restricting assignment or transfer of any contract agreement entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Except as provided herein, Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of Company. 117 119 7.3 INVESTMENTS; JOINT VENTURES. Company shall not, and shall not permit any of its SubsidiariesSubsidiaries to, except directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (ai) as provided Company and its Subsidiaries may make and own Investments in this Agreement, Cash Equivalents; (ii) Company and its Subsidiaries may make and own Investments in any Subsidiary of Company existing on the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, Closing Date; (iii) Company and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness its Subsidiaries may make intercompany loans to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses 7.1(iv); (iv) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6 and 7.8; (v) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; (vi) Company may purchase Holdings common stock from officers of subsection 7.1 Company who are terminating employment with Company and Company may continue to own such stock; and (ivii) encumbrances Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time: (A) if the Company or restrictions existing under or by reason its Subsidiaries owns 100% of such Investment, an amount equal to the sum of (y) of any agreements governing any purchase money Liens equity contributed to Company by AIP, funds controlled by American Industrial Partners, other current shareholders of Holdings or obligations management of Company in connection with the Acquisition or employee incentive arrangements, after the Closing Date plus (y) up to $25,000,000 of proceeds of newly issued Subordinated Indebtedness plus (z) the amount of Consolidated Excess Cash Flow which is not required to be prepaid under Capital Leases otherwise permitted hereby subsection 2.4B(iii)(f); (in which caseB) if the Company owns less than 100% of such Investment but equal to or more than 51% of such Investment, any prohibition or limitation shall only be effective against $10,000,000; and (C) if the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other Company owns less than 51% of such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))Investment, $7,500,000.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their its wholly-owned Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Subsidiary to (iw) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (iix) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iiiy) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (ivz) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except in each case, encumbrances or restrictions (a) as provided in imposed by this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided contained in an agreement with respect to a sale of such assetsan Asset Sale, (c) encumbrances as provided in the Senior Note Indenture or restrictions Subordinated Loan Documents or (d) contained in, or existing under by reasons of, any agreement or by reason instrument (i) existing on the date hereof, (ii) relating to property existing at the time of agreements binding on a the acquisition thereof, so long as the encumbrance or restriction relates only to the property so acquired, (iii) relating to any Indebtedness of, or otherwise to, any Subsidiary at the time such Subsidiary first becomes was merged or consolidated with or into, or acquired by, Company or a Subsidiary or became a Subsidiary and not created in contemplation thereof, (iv) effecting a renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, refunds or replacements) of CompanyIndebtedness issued under an agreement referred to in clauses (i) through (iii) above, so long as the encumbrances and restrictions contained in any such agreements were renewal, extension, refinancing, refund or replacement agreement, taken as a whole, are not entered into materially more restrictive than the encumbrances and restrictions contained in contemplation the original agreement, as determined in good faith by the board of such Person becoming a Subsidiary directors of Company, (dv) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are constituting customary provisions restricting subletting or assignment of any lease governing a leasehold interestleases of Company or any Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder, (gvi) encumbrances constituting restrictions on the sale or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer other disposition of any contract property securing Indebtedness as a result of a Lien on such property permitted hereunder, (vii) restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (hviii) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are constituting provisions contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) agreements or in agreements instruments relating to Indebtedness permitted hereunder that prohibit the transfer of all or substantially all of the assets of the obligor under clauses that agreement or instrument unless the transferee assumes the obligations of the obligor under such agreement or instrument, or (ivix) and (vi) constituting any encumbrance or restriction with respect to property under a lease or other agreement that has been entered into for the employment or use of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))property.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Domestic Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Domestic Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Domestic Subsidiary of its SubsidiariesCompany, except (a) as provided in this Agreement, Agreement and the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assetsassets or such Subsidiary, (c) encumbrances as provided in any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A, as to the assets securing such Indebtedness, and (d) as provided in (1) (a) any agreements which exist on the date hereof and (to the extent not otherwise permitted by this subsection 7.2C are listed on Schedule 7.2 hereto) and (b) to the extent agreements permitted by clause (a) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, refinancing, refunding, renewal or restrictions existing under extension thereof so long as such modification, replacement, refinancing, refunding, renewal or by reason extension does not expand the scope of agreements the restrictions; (2) any agreement binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were agreement was not entered into in contemplation of such Person becoming a Subsidiary of Company, ; (d3) encumbrances or restrictions existing under or any agreement representing Indebtedness of a Subsidiary which is not a Loan Party which is permitted by reason of agreements that are subsection 7.1; (4) customary provisions in joint venture Joint Venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture; (5) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under subsection 7.1 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness or that expressly permits Liens for the benefit of Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; (e6) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on in leases, subleases, licenses or permits asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property assets subject thereto, ; (f7) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, ; or (g) encumbrances or restrictions existing under or by reason of agreements that are 8) customary provisions restricting assignment or transfer of any contract agreement entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit OTG, the Parent or any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by OTG, the Parent, the Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings any Transaction Party or any other Subsidiary of its Subsidiariesany Transaction Party, (iii) make loans or advances to Holdings any Transaction Party or any other Subsidiary of its Subsidiariesany Transaction Party, or (iv) transfer any of its property or assets to Holdings any Transaction Party or any other Subsidiary of its Subsidiariesany Transaction Party, except in each case, encumbrances or restrictions (a) as provided in imposed by this Agreement, the Second other Note Documents and the First Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelyDocuments, (b) as to transfers of assets, as may be provided contained in an agreement with respect to a sale of such assetsan asset sale, or (c) encumbrances contained in, or restrictions existing under or by reason of, any agreement or instrument (i) existing on the date hereof and identified on Schedule 6A(2), (ii) relating to property existing at the time of agreements binding on a the acquisition thereof, so long as the encumbrance or restriction relates only to the property so acquired, (iii) relating to any Indebtedness of, or otherwise to, any Subsidiary at the time such Subsidiary first becomes acquired by Company or a Subsidiary or became a Subsidiary and not created in contemplation thereof, (iv) effecting a renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, refunds or replacements) of CompanyIndebtedness issued under an agreement referred to in clauses (i) through (iii) above, so long as the encumbrances and restrictions contained in any such agreements were renewal, extension, refinancing, refund or replacement agreement, are not entered into more restrictive than the encumbrances and restrictions contained in contemplation of such Person becoming a Subsidiary the original agreement, as determined in good faith by the Governing Body of Company, (dv) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are constituting customary provisions restricting subletting or assignment of any lease governing a leasehold interestleases of any Transaction Party or any Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder, (gvi) encumbrances constituting restrictions on the sale or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer other disposition of any contract property securing Indebtedness as a result of a Lien on such property permitted hereunder, (vii) constituting restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (hviii) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are constituting provisions contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) agreements or in agreements instruments relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any hereunder including purchase money Liens or Capital Lease obligations that prohibit the transfer of all or substantially all of the assets of the obligor under Capital Leases otherwise permitted hereby that agreement or instrument, (ix) constituting any encumbrance or restriction with respect to property under a lease or other agreement that has been entered into for the employment or use of such property, (x) constituting restrictions pursuant to Contractual Obligations incurred in the ordinary course of business which caseinclude customary provisions restricting the assignment of any agreement relating thereto, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided and (xi) imposed by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))Applicable Law.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings Company and Company Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except for such restrictions or encumbrances existing by reason of (a) as provided any restrictions existing under any of the Loan Documents or any other agreements or contracts in this Agreement, effect on the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelyClosing Date, (b) as to transfers of assets, as may be provided in an agreement any restrictions with respect to any Person that becomes a sale Subsidiary of Company after the Closing Date under any agreement in existence at the time such assetsPerson becomes such a Subsidiary, (c) encumbrances or any restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a with respect to any Subsidiary of Company, so long as such agreements were not Company imposed pursuant to an agreement which has been entered into in contemplation for the sale or disposition of all or substantially all of the Capital Stock or assets of such Person becoming a Subsidiary of CompanySubsidiary, (d) encumbrances any restrictions with respect to any Subsidiary of Company all or restrictions existing under or substantially all of whose assets consist of property encumbered by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures Liens permitted under subsection 7.3 and applicable solely to such Joint Venture6.2A, (e) encumbrances restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions existing under indentures governing New Senior Debt or New European Refinancing Debt, which restrictions are either substantially the same as those under clause (h) or are approved by reason of agreements that are customary restrictions on leasesAdministrative Agent, subleases, licenses which approval will not be unreasonably withheld or permits delayed so long as such restrictions relate are similar to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into comparable transactions in the ordinary course of businessmarket at the time such Indebtedness is issued, (h) as to Foreign Subsidiariesany restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes and the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or any restrictions existing under any agreement that amends, refinances or by reason of replaces any agreements governing any purchase money Liens or obligations agreement containing restrictions permitted under Capital Leases otherwise permitted hereby the preceding clauses (in which case, any prohibition or limitation shall only be effective against the property financed therebya) through (h); provided that individual agreements governing purchase money Liens the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings Except as provided herein and except for restrictions contained in the terms of any Indebtedness of Foreign Subsidiaries of Company permitted by subsection 7.1(x) if such restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness, Company determines that any such restriction will not materially affect Company's ability to make principal or interest payments on the Loans and the restriction is not materially more disadvantageous to Lenders than is customary in comparable financings, Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except as provided in the Existing Senior Subordinated Indenture and the Senior Indenture, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except for (a) as provided restrictions contained in this Agreement, the Second Lien Credit Agreement, Existing Senior Subordinated Indenture and the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to Indenture in the extent permitted form approved by subsections 7.1(vii) and (viii), respectivelyRequisite Lenders, (b) as to transfers of assets, as may be provided customary non-assignment provisions contained in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject theretoand sublicenses, (fc) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or on the transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are Joint Venture interests contained in the Organizational Documents organizational documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) Joint Venture, and (vid) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized an executed agreement with respect to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))an Asset Sale.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Except as provided herein, Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Company or any other Subsidiary of CompanyCompany (other than any such restrictions imposed by applicable law), (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany (other than any such restrictions imposed by applicable foreign law with respect to the repayment or prepayment of Indebtedness owed to or by a Foreign Subsidiary), (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any of its Subsidiaries, except (a) as provided in this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a other Subsidiary of Company, so long as except for such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) consensual encumbrances or restrictions to the extent arising pursuant to: (a) agreements with governmental authorities containing a consensual encumbrance or restriction on the ability of any Subsidiary to transfer any of its assets located in the jurisdiction of any such governmental authority and utilized pursuant to the applicable agreement to Company or any other Subsidiary of Company (i) to the extent existing under or by reason on the Closing Date, as set forth on Schedule 7.2D(a) and (ii) to the extent such agreements are entered into after the Closing Date, at the time any such agreement is entered into, the aggregate value of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely such assets subject to such Joint Venture, (e) encumbrances or restrictions existing under or by reason restrictions, together with the aggregate value of agreements that are customary restrictions on leases, subleases, licenses or permits so long as any such restrictions relate assets subject to the property subject theretoprohibitions permitted by subsection 7.2C(a)(ii), in each case as set forth on the most recent consolidated balance sheet of Company and its Subsidiaries in accordance with GAAP, shall not exceed 5% of the aggregate value of all assets set forth on the most recent consolidated balance sheet of Company and its Subsidiaries in accordance with GAAP; (fb) encumbrances the Senior Subordinated Notes, the Senior Subordinated Note Indenture or restrictions existing under or by reason of any guarantee thereof; (c) (A) solely with respect to clause (iv) above, agreements that are containing customary provisions restricting (1) the subletting or assignment of any lease governing a leasehold interestor (2) the transfer of copyrighted or patented materials, (gB) encumbrances or restrictions existing under or by reason of solely with respect to clause (iv) above, provisions in agreements that are restrict the assignment of such agreements or rights thereunder; provided that payments received or to be received pursuant to such agreements shall be subject to the Liens securing the Obligations or (C) solely with respect to clause (i) above, customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents terms of any such Foreign Subsidiary (but only Equity Interests restricting the payment of dividends and the making of distributions on Equity Interests, in each case solely to the extent required by Requirements of Lawset forth in Schedule 7.2D(c); (d) any agreement or in agreements relating to instrument governing Indebtedness permitted under clauses (iv) and (vi) of by subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)).7.1

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings Company and Company Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except for such restrictions or encumbrances existing by reason of (a) as provided any restrictions existing under any of the Loan Documents or any other agreements or contracts in this Agreement, effect on the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelyOriginal Closing Date, (b) as to transfers of assets, as may be provided in an agreement any restrictions with respect to any Person that becomes a sale Subsidiary of Company after the Second Restatement Date under any agreement in existence at the time such assetsPerson becomes such a Subsidiary, (c) encumbrances or any restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a with respect to any Subsidiary of Company, so long as such agreements were not Company imposed pursuant to an agreement which has been entered into in contemplation for the sale or disposition of all or substantially all of the Capital Stock or assets of such Person becoming a Subsidiary of CompanySubsidiary, (d) encumbrances any restrictions with respect to any Subsidiary of Company all or restrictions existing under or substantially all of whose assets consist of property encumbered by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures Liens permitted under subsection 7.3 and applicable solely to such Joint Venture6.2A, (e) encumbrances or restrictions existing under or imposed by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject theretoapplicable laws, (f) encumbrances restrictions under leases of, or restrictions existing under mortgages and other agreements relating to Liens on, specified property or by reason assets limiting or prohibiting transfers of agreements that are customary provisions restricting subletting such property or assets (including, without limitation, non-assignment of any lease governing a leasehold interestclauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) encumbrances any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or restrictions existing under or are approved by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of businessAdministrative Agent, (h) as to Foreign Subsidiariesany restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, restrictions which do not have a material adverse effect on the ability of Company to repay Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 Existing BSN Senior Subordinated Notes, and (i) encumbrances or any restrictions existing under any agreement that amends, refinances or by reason of replaces any agreements governing any purchase money Liens or obligations agreement containing restrictions permitted under Capital Leases otherwise permitted hereby the preceding clauses (in which case, any prohibition or limitation shall only be effective against the property financed therebya) through (h); provided that individual agreements governing purchase money Liens the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their its wholly-owned Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Subsidiary to (iw) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (iix) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iiiy) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (ivz) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except in each case, encumbrances or restrictions (a) as provided in imposed by this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided contained in an agreement with respect to a sale of such assetsan Asset Sale, (c) encumbrances as provided in the Senior Note Indenture, or restrictions (d) contained in, or existing under by reasons of, any agreement or by reason instrument (i) existing on the date hereof, (ii) relating to property existing at the time of agreements binding on a the acquisition thereof, so long as the encumbrance or restriction relates only to the property so acquired, (iii) relating to any Indebtedness of, or otherwise to, any Subsidiary at the time such Subsidiary first becomes was merged or consolidated with or into, or acquired by, Company or a Subsidiary or became a Subsidiary and not created in contemplation thereof, (iv) effecting a renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, refunds or replacements) of CompanyIndebtedness issued under an agreement referred to in clauses (i) through (iii) above, so long as the encumbrances and restrictions contained in any such agreements were renewal, extension, refinancing, refund or replacement agreement, taken as a whole, are not entered into materially more restrictive than the encumbrances and restrictions contained in contemplation the original agreement, as determined in good faith by the board of such Person becoming a Subsidiary directors of Company, (dv) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are constituting customary provisions restricting subletting or assignment of any lease governing a leasehold interestleases of Company or any Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder, (gvi) encumbrances constituting restrictions on the sale or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer other disposition of any contract property securing Indebtedness as a result of a Lien on such property permitted hereunder, (vii) restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (hviii) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are constituting provisions contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) agreements or in agreements instruments relating to Indebtedness permitted hereunder that prohibit the transfer of all or substantially all of the assets of the obligor under clauses that agreement or instrument unless the transferee assumes the obligations of the obligor under such agreement or instrument, or (ivix) and (vi) constituting any encumbrance or restriction with respect to property under a lease or other agreement that has been entered into for the employment or use of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))property.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company Except as provided herein, each Borrower will not, and will not permit any of their its Subsidiaries (other than Unrestricted Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Company Company, such Borrower or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, except for such restrictions or encumbrances existing by reason of (a) as provided in this Agreementany restrictions existing under any of the Loan Documents, the Second Lien Credit AgreementSubordinated Securities or any other agreements or contracts in effect on the Closing Date (including any agreement of Vons or its Subsidiaries existing on the date of the Vons Merger) or any restrictions under any Subordinated Indebtedness, provided that such restrictions are no less favorable to Company than those under the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelySubordinated Securities, (b) as to transfers of assets, as may be provided in an agreement any restrictions with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on Subsidiary that is not a Subsidiary on the Closing Date under any agreement in existence at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming (c) any restrictions with respect to a Subsidiary of CompanyCompany imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, (d) encumbrances any restrictions with respect to any Subsidiary of Company all or restrictions existing under or substantially all of whose assets consist of property encumbered by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures Liens permitted under subsection 7.3 and applicable solely to such Joint Venture9.1A, (e) encumbrances or restrictions existing under or imposed by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject theretoapplicable laws, (f) encumbrances restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions existing under any agreement that amends, refinances or by reason of agreements replaces any agreement containing restrictions permitted under the preceding clauses (a) through (f) provided that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due terms and which are contained in the Organizational Documents conditions of any such Foreign Subsidiary (but only agreement are no less favorable to Company than those under the extent required by Requirements of Law) agreement so amended, refinanced or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings Company and Company Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except for such restrictions or encumbrances existing by reason of (a) as provided any restrictions existing under any of the Loan Documents or any other agreements or contracts in this Agreement, effect on the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelyThird Restatement Date, (b) as to transfers of assets, as may be provided in an agreement any restrictions with respect to any Person that becomes a sale Subsidiary of Company after the Third Restatement Date under any agreement in existence at the time such assetsPerson becomes such a Subsidiary, (c) encumbrances or any restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a with respect to any Subsidiary of Company, so long as such agreements were not Company imposed pursuant to an agreement which has been entered into in contemplation for the sale or disposition of all or substantially all of the Capital Stock or assets of such Person becoming a Subsidiary of CompanySubsidiary, (d) encumbrances any restrictions with respect to any Subsidiary of Company all or restrictions existing under or substantially all of whose assets consist of property encumbered by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures Liens permitted under subsection 7.3 and applicable solely to such Joint Venture6.2A, (e) encumbrances or restrictions existing under or imposed by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject theretoapplicable laws, (f) encumbrances restrictions under leases of, or restrictions existing under mortgages and other agreements relating to Liens on, specified property or by reason assets limiting or prohibiting transfers of agreements that are customary provisions restricting subletting such property or assets (including, without limitation, non-assignment of any lease governing a leasehold interestclauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) encumbrances any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or restrictions existing under or are approved by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of businessAdministrative Agent, (h) as to Foreign Subsidiariesany restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, restrictions which do not have a material adverse effect on the ability of Company to repay Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 BSN Senior Subordinated Notes, and (i) encumbrances or any restrictions existing under any agreement that amends, refinances or by reason of replaces any agreements governing any purchase money Liens or obligations agreement containing restrictions permitted under Capital Leases otherwise permitted hereby the preceding clauses (in which case, any prohibition or limitation shall only be effective against the property financed therebya) through (h); provided that individual agreements governing purchase money Liens the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings Except (i) as provided herein and in the Term Loan Agreement, (ii) as provided in any loan agreement or other document evidencing Indebtedness of (x) any of Company's Wholly-Owned North American Subsidiaries permitted under subsection 7.1(vi) or (vii) or (y) any Off-Balance Sheet Subsidiary used solely to finance Off-Balance Sheet New Build Capital Expenditures, (iii) for any agreement that has been entered into for the sale or disposition of all or substantially all of the equity ownership interests or assets of such Subsidiary (provided that (x) the consummation of such sale or disposition is permitted by this Agreement, (y) such restriction only applies to the equity ownership interests or assets to be sold pursuant to such agreement and (z) such restriction terminates upon consummation or abandonment of such disposition and upon termination of such agreement), (iv) for any security agreement or other similar document creating or evidencing a Lien permitted by subsection 7.2A(iii), (iv), (v), (vi), (vii), (viii), (ix) or (x) securing Indebtedness permitted to be incurred under subsection 7.1, in 115 each case to the extent that such security agreement or other document imposes restrictions of the nature described in clause (d) below on the property subject to such Lien, (v) for restrictions on non-Wholly-Owned Subsidiaries, (vi) for customary provisions restricting subletting or assignment of leases, licenses and other contractual rights and obligations, and (vii) by reason of applicable law, Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Company or any other Subsidiary of Company, (iib) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iiic) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (ivd) transfer any of its property or assets to Holdings Company or any of its Subsidiaries, except (a) as provided in this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a other Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Domestic Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Domestic Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Domestic Subsidiary of its SubsidiariesCompany, except (a) as provided in this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii.(b) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assetsassets or such Subsidiary, (c) encumbrances as provided in any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A, as to the assets securing such Indebtedness, and (d) as provided in (1) (a) any agreements which exist on the date hereof and (to the extent not otherwise permitted by this subsection 7.2C are listed on Schedule 7.2 hereto) and (b) to the extent agreements permitted by clause (a) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal or restrictions existing under extension thereof so long as such modification, replacement, renewal or by reason extension does not expand the scope of agreements the restrictions; (2) any agreement binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were agreement was not entered into in contemplation of such Person becoming a Subsidiary of Company, ; (d3) encumbrances or restrictions existing under or any agreement representing Indebtedness of a Subsidiary which is not a Loan Party which is permitted by reason of agreements that are subsection 7.1; (4) customary provisions in joint venture Joint Venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture; (5) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under subsection 7.1 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness or that expressly permits Liens for the benefit of Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; (e6) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on in leases, subleases, licenses or permits asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property assets subject thereto, ; (f7) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, ; or (g) encumbrances or restrictions existing under or by reason of agreements that are 8) customary provisions restricting assignment or transfer of any contract agreement entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except for (a) as provided customary non-assignment provisions contained in this Agreementleases, the Second Lien Credit Agreementsubleases, the Holdings Senior PIK Credit Agreement, licenses and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelysublicenses, (b) as to transfers restrictions on the transfer of assetsownership interests in Joint Ventures, as may be provided (c) restrictions in an executed agreement with respect to a sale of such assets, (cd) encumbrances restrictions imposed by any agreements governing any Non-Recourse Indebtedness to pay dividends or restrictions existing under make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a any other Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents terms of any Indebtedness of Foreign Subsidiaries permitted pursuant to subsection 7.1(xi) if such Foreign Subsidiary (but restriction applies only in the event of a default in such Indebtedness, Company determines that any such restriction will not materially affect Company’s ability to make principal or interest payments on the extent required by Requirements Loans and the restriction is not materially more disadvantageous to Lenders than is customary in comparable financings. Table of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)).Contents

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Except as provided herein, Company will not, and will not permit any of their its Subsidiaries (other than Designated Non-Wholly-Owned Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock capital stock or other equity interests owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except (a) as provided in this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of for such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at (a) applicable law, (b) this Agreement and the time such Subsidiary first becomes a Subsidiary of Companyother Loan Documents, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company(c) the 2009 Senior Notes Documents, any 2009 Senior Note Refinancing Debt Indenture, any Permitted Junior Priority Refinancing Debt, any Permitted Pari Passu Refinancing Debt, or any Permitted Unsecured Refinancing Debt (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a any leasehold interestinterest of Company or any of its Subsidiaries, (ge) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any licensing agreement (in which Company or any of its Subsidiaries is the licensee) or other contract entered into by Company or any of its Subsidiaries in the ordinary course of business, (f) restrictions on the transfer of any asset pending the close of the sale of such asset, (g) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.2A(ii) or (iv), and (h) any agreement amending, refinancing or replacing any of the foregoing (so long as to Foreign Subsidiariesany such restrictions are not materially more restrictive, restrictions which do not have taken as a material adverse effect on the ability of Company to repay the Obligations when due and which are whole, than those contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) agreement so amended, refinanced or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)replaced).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings Company and Company Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except for such restrictions or encumbrances existing by reason of (a) as provided any restrictions existing under any of the Loan Documents or any other agreements or contracts in this Agreement, effect on the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelyOriginal Closing Date, (b) as to transfers of assets, as may be provided in an agreement any restrictions with respect to any Person that becomes a sale Subsidiary of Company after the Second Restatement Date under any agreement in existence at the time such assetsPerson becomes such a Subsidiary, (c) encumbrances or any restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a with respect to any Subsidiary of Company, so long as such agreements were not Company imposed pursuant to an agreement which has been entered into in contemplation for the sale or disposition of all or substantially all of the Capital Stock or assets of such Person becoming a Subsidiary of CompanySubsidiary, (d) encumbrances any restrictions with respect to any Subsidiary of Company all or restrictions existing under or substantially all of whose assets consist of property encumbered by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures Liens permitted under subsection 7.3 and applicable solely to such Joint Venture6.2A, (e) encumbrances or restrictions existing under or imposed by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject theretoapplicable laws, (f) encumbrances restrictions under leases of, or restrictions existing under mortgages and other agreements relating to Liens on, specified property or by reason assets limiting or prohibiting transfers of agreements that are customary provisions restricting subletting such property or assets (including, without limitation, non-assignment of any lease governing a leasehold interestclauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) encumbrances any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or restrictions existing under or are approved by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of businessAdministrative Agent, (h) as to Foreign Subsidiaries, any restrictions which do not have a material adverse effect on under the ability of Company to repay indentures governing the Obligations when due Existing Xxxxx-Xxxxxxxx Senior Secured Notes and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and (i) encumbrances or any restrictions existing under any agreement that amends, refinances or by reason of replaces any agreements governing any purchase money Liens or obligations agreement containing restrictions permitted under Capital Leases otherwise permitted hereby the preceding clauses (in which case, any prohibition or limitation shall only be effective against the property financed therebya) through (h); provided that individual agreements governing purchase money Liens the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, than those under the agreement so amended, refinanced or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company Except as provided herein, each Borrower will not, and will not permit any of their its Subsidiaries (other than Unrestricted Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock capital stock owned by Company Company, such Borrower or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, except for such restrictions or encumbrances existing by reason of (a) as provided any restrictions existing under any of the Loan Documents or any other agreements or contracts in this Agreement, effect on the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and Closing Date or any Refinancing Second Lien Indebtedness and restrictions under any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelySubordinated Indebtedness, (b) as to transfers of assets, as may be provided in an agreement any restrictions with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on Subsidiary that is not a Subsidiary on the Closing Date under any agreement in existence at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming (c) any restrictions with respect to a Subsidiary of CompanyCompany imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, (d) encumbrances any restrictions with respect to any Subsidiary of Company all or restrictions existing under or substantially all of whose assets consist of property encumbered by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures Liens permitted under subsection 7.3 and applicable solely to such Joint Venture9.1A, (e) encumbrances or restrictions existing under or imposed by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject theretoapplicable laws, (f) encumbrances restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions existing under any agreement that amends, refinances or by reason of agreements replaces any agreement containing restrictions permitted under the preceding clauses (a) through (f), provided that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due terms and which are contained in the Organizational Documents conditions of any such Foreign Subsidiary (but only agreement are no less favorable to Company than those under the extent required by Requirements of Law) agreement so amended, refinanced or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will shall not, and will shall not permit any of their its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by to Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any of its SubsidiariesSubsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (iiib) make loans or advances pay any Indebtedness owed to Holdings Company or any of its Subsidiaries, or (ivii) make loans or advances to Company or any of its Subsidiaries or (iii) transfer any of its property or assets to Holdings Company or any of its Subsidiaries, except (a) as provided in this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of for such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding (a) Indebtedness existing on the date of this Agreement pursuant to subsection 7.1(ii), (b) the Senior Secured Note Indenture and collateral documents relating thereto as in effect as of the date of this Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Senior Secured Note Indenture and collateral documents relating thereto as in effect on the date of this Agreement, (c) applicable law, rule, regulation or order, (d) any agreement or instrument governing Indebtedness or Capital Stock of a Subsidiary Person acquired by Company or any of its Subsidiaries as in effect at the time of such Subsidiary first becomes a Subsidiary of Company, so long as acquisition (except to the extent such agreements were not agreement or instrument was entered into in connection with or in contemplation of such Person becoming a Subsidiary of Companyacquisition), (d) encumbrances which encumbrance or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements restriction is not applicable to Joint Ventures any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its -92- 100 Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted under subsection 7.3 and applicable solely by the terms of this Agreement to such Joint Venturebe incurred, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on non-assignment provisions in leases, subleaseslicenses, licenses encumbrances, contracts or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of similar agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into or acquired in the ordinary course of businessbusiness and consistent with past practices, (f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (h) as contracts for the sale of assets containing customary restrictions with respect to Foreign Subsidiaries, restrictions which do not have a material adverse effect on Subsidiary pursuant to an agreement that has been entered into for the ability sale or disposition of Company to repay all or substantially all of the Obligations when due and which are contained in the Organizational Documents Capital Stock or assets of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))Subsidiary.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company Such Loan Party will not, and will not permit any of their its wholly-owned Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Subsidiary to (iw) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (iix) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iiiy) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (ivz) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except in each case, encumbrances or restrictions (a) as provided in imposed by this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided contained in an agreement with respect to a sale of such assetsan Asset Sale, (c) encumbrances as provided in the Senior Note Indenture or restrictions the Prepetition Facility or (d) contained in, or existing under by reasons of, any agreement or by reason of agreements binding instrument (i) existing on a Subsidiary the date hereof, (ii) relating to property existing at the time such Subsidiary first becomes a Subsidiary of Companythe acquisition thereof, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances the encumbrance or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate restriction relates only to the property subject theretoso acquired, (fiii) encumbrances or restrictions existing under or by reason of agreements that are constituting customary provisions restricting subletting or assignment of any lease governing a leasehold interestleases of Company or any Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder, (giv) encumbrances constituting restrictions on the sale or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer other disposition of any contract property securing Indebtedness as a result of a Lien on such property permitted hereunder, (vi) restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (hvii) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are constituting provisions contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) agreements or in agreements instruments relating to Indebtedness permitted hereunder that prohibit the transfer of all or substantially all of the assets of the obligor under clauses that agreement or instrument unless the transferee assumes the obligations of the obligor under such agreement or instrument, or (ivix) and (vi) constituting any encumbrance or restriction with respect to property under a lease or other agreement that has been entered into for the employment or use of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))property.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Except as otherwise provided herein, Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance encumbrance, limitation or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except (a) as provided in this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of for such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company(a) applicable law, (db) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements this Agreement and the other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint VentureLoan Documents, (ec) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of Company or any of its Subsidiaries, (gd) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract licensing agreement entered into by Company or any of its Subsidiaries in the ordinary course of business, (he) as customary provisions restricting the transfer of assets subject to Foreign SubsidiariesLiens permitted under subsection 7.2A(iii), restrictions which do not have a material adverse effect on the ability of Company (f) joint ventures entered into pursuant to repay the Obligations when due and which are contained in the Organizational Documents of subsection 7.3, (g) any such document or instrument evidencing Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to working capital Indebtedness permitted under clauses (ivsubsection 7.1(xi) so long as such encumbrance or restriction only applies to the Foreign Subsidiary of Company incurring such Indebtedness, and (vih) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))Subordinated Debt Documents.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any of its Subsidiaries, (iii) make loans or advances to Holdings or any of its Subsidiaries, or (iv) transfer any of its property or assets to Holdings or any of its Subsidiaries, except (a) as provided in this Agreement, the Second Lien ABL Documents, or any agreements governing Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Agreement Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelyIndebtedness, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates)).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except for (a) as provided customary non-assignment provisions contained in this Agreementleases, the Second Lien Credit Agreementsubleases, the Holdings Senior PIK Credit Agreement, licenses and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelysublicenses, (b) as to transfers restrictions on the transfer of assetsownership interests in Joint Ventures, as may be provided (c) restrictions in an executed agreement with respect to a sale of such assets, (cd) encumbrances restrictions imposed by any agreements governing any Non-Recourse Indebtedness to pay dividends or restrictions existing under make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a any other Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Company, (d) encumbrances or restrictions existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents terms of any Indebtedness of Foreign Subsidiaries permitted pursuant to subsection 7.1(xi) if such Foreign Subsidiary (but restriction applies only in the event of a default in such Indebtedness, Company determines that any such restriction will not materially affect Company’s ability to make principal or interest payments on the extent required by Requirements of Law) or Loans and the restriction is not materially more disadvantageous to Lenders than is customary in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))comparable financings.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company will not, and will not permit any of their its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual contractual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company or any other Subsidiary of its SubsidiariesCompany, except (a) as provided in this Agreement, Agreement and the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing Second Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelyother Loan Documents, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale or other disposition of such assets, (c) encumbrances in agreements evidencing a Capital Lease or Indebtedness secured as permitted by subsection 7.2A(ii) that impose restrictions existing under or on the property so acquired, (d) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements binding on a Subsidiary and similar agreements entered into in the ordinary course of business, (e) Permitted Encumbrances, (f) customary net worth provisions contained in real property leases entered into by Company or any of its Subsidiaries so long as such net worth provisions could not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, (g) any restriction with respect to Foreign Subsidiaries contained in the agreements governing Indebtedness permitted by subsection 7.1(v), (h) with respect to clause (iv) only, (I) agreements described in clauses (iv)-(viii) of subsection 7.2B, to the extent set forth in such clauses and (II) restrictions with respect to the transfer of any asset contained in an agreement that has been entered into in connection with the disposition of such asset permitted hereunder, (i) encumbrances and restrictions arising by operation of law, (j) any agreement in effect at the time such Subsidiary first a Person becomes a Subsidiary of Company, so long as such agreements were agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Company, Company and (dk) any encumbrances or restrictions existing under imposed by any amendments or by reason of agreements refinancings that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures otherwise permitted by the Loan Documents, of Indebtedness permitted under the Loan Documents (including, without limitation, under this subsection 7.3 and applicable solely to such Joint Venture7.2C), (e) encumbrances or restrictions existing under or by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such encumbrances and restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect more onerous on the ability Company or any of Company to repay the Obligations when due and which are its Subsidiaries than those contained in the Organizational Documents of any such Foreign Subsidiary (but only Indebtedness prior to the extent required by Requirements of Law) such amendment or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))refinancing.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company Except as provided herein, each Borrower will not, and will not permit any of their its Subsidiaries (other than Unrestricted Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock capital stock owned by Company Company, such Borrower or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, (iii) make loans or advances to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, or (iv) transfer any of its property or assets to Holdings Company, such Borrower or any other Subsidiary of its SubsidiariesCompany, except for such restrictions or encumbrances existing by reason of (a) as provided any restrictions existing under any of the Loan Documents or any other agreements or contracts in this Agreement, effect on the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and Closing Date or any Refinancing Second Lien Indebtedness and restrictions under any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectivelySubordinated Indebtedness, (b) as to transfers of assets, as may be provided in an agreement any restrictions with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on Subsidiary that is not a Subsidiary on the Closing Date under any agreement in existence at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreements were not entered into in contemplation of such Person becoming (c) any restrictions with respect to a Subsidiary of CompanyCompany imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, (d) encumbrances any restrictions with respect to any Subsidiary of Company all or restrictions existing under or substantially all of whose assets consist of property encumbered by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures Liens permitted under subsection 7.3 and applicable solely to such Joint Venture9.1A, (e) encumbrances or restrictions existing under or imposed by reason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject theretoapplicable laws, (f) encumbrances restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions existing under any agreement that amends, refinances or by reason of agreements replaces any agreement containing restrictions permitted under the preceding clauses (a) through (f), provided that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due terms and which are contained in the Organizational Documents conditions of any such Foreign Subsidiary (but only agreement, taken as a whole, are not materially less favorable to Company than those under the extent required by Requirements of Law) agreement so amended, refinanced or in agreements relating to Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and (i) encumbrances or restrictions existing under or by reason of any agreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreements governing purchase money Liens or obligations under Capital Leases provided by such Person (or its Affiliates))replaced.