Common use of Restrictions on Subsidiary Distributions Clause in Contracts

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shallHoldings will not, nor shall will it permit any of its Subsidiaries Restricted Subsidiary 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 Restricted Subsidiary of Borrower Holdings to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by Borrower Holdings or any other Restricted Subsidiary of BorrowerHoldings, (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower Holdings or any other Restricted Subsidiary of BorrowerHoldings, (c) make loans or advances to Borrower Holdings or any other Restricted Subsidiary of BorrowerHoldings, or (d) transfer, lease or license any of its property or assets to Borrower Holdings or any other Restricted Subsidiary of Borrower Holdings other than restrictions restrictions: (i) imposed in agreements evidencing any Indebtedness or Disqualified Equity Interests permitted by law (and any Permitted Refinancings of) Sections 6.01(a)(v), 6.01(a)(vii) (to the extent imposing restrictions solely on the Restricted Subsidiaries acquired in an Acquisition Transaction or by any Credit Documentother Investment described therein), 6.01(a)(xiv), 6.01(a)(xix), 6.01(a)(xxi), 6.01(a)(xxii), 6.01(a)(xxiii), 6.01(a)(xxiv), 6.01(a)(xxv) and 6.01(a)(xxix); (ii) in agreements evidencing Indebtedness any other agreement or instrument governing any Indebtedness, Disqualified Equity Interests or permitted by to be incurred or issued pursuant to Section 6.1(k6.01 entered into after the Closing Date that contains encumbrances and restrictions that either (1) that impose restrictions on the property so acquiredare no more restrictive in any material respect, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, with respect to the Borrower or any Restricted Subsidiary than (A) the restrictions contained in the Loan Documents as of the Closing Date or (B) those encumbrances and other restrictions that are in effect on the Closing Date with respect to the Borrower or that Restricted Subsidiary pursuant to agreements in effect on the Closing Date, (2) are not materially more disadvantageous, taken as a whole, to the Lenders than is customary in comparable financings for similarly situated issuers or (3) will not materially impair the Borrower’s ability to make payments on the Secured Obligations when due, in each case in the good faith judgment of the Borrower, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, , (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, ; or (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified described on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole6.10.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of BorrowerHoldings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of BorrowerHoldings, (c) make loans or advances to Borrower or any other Subsidiary of BorrowerHoldings, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower Holdings other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(kSections 6.1(i), 6.1(j), 6.1(r) and 6.1(s), in each case, that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof subject to the Liens securing such Indebtedness; (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (ivii) that are or were created by virtue of any transfer or sale of, agreement to transfer or sell or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement; (iii) described on Schedule 6.5; (iv) by reason of customary provisions restricting assignments, (v) subletting or other transfers contained in leases, licenses and similar agreements entered into in the case ordinary course of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (v) imposed by applicable Law; (vi) in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings and conditions apply only is applicable to such Subsidiary and (vii) contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, joint ventures and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeNon-Guarantor Subsidiaries.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Restricted 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 Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (c) make loans or advances to Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, or (d) transfer, lease or license any of its property or assets to Borrower or any other Restricted Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, Sections 6.1 and any amendments, restatements, modifications, extensions renewals, supplements, refundings, replacements or renewals thereof (including any such extension or renewal arising as a result refinancings of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) those agreements; provided that do the restrictions therein are not materially expand the scope of any such restriction or condition more restrictive, taken as a whole, than those contained herein, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (viv) in the case of any Subsidiary that is not directly or indirectly wholly owned by BorrowerSecond Lien Credit Agreement, (v) restrictions and conditions imposed by its Organizational Documents applicable laws (including under applicable Gaming Law) or any related joint ventureunder the Credit Documents, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified Liens permitted to be incurred under Section 6.2 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (vii) restrictions on Schedule 6.5cash or other deposits or net worth imposed by customers, and any amendmentsvendors or lessors under contracts entered into in the ordinary course of business, modifications(viii) contained in agreements governing Permitted Refinancing Indebtedness; provided, extensions or renewals thereof (including any that the restrictions contained in the agreements governing such extension or renewal arising as a result of an extensionPermitted Refinancing Indebtedness are not more restrictive, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, than those contained in such agreements governing the Indebtedness being refinanced, and (ix) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.1 and 6.2 hereof contained in agreements governing that limit the right of the debtor to dispose of the assets or properties securing the Indebtedness.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shallthe Borrower shall not, nor and shall it not permit any of 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 Subsidiary of the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Borrower or any other Subsidiary of the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (d) transfer, lease or license transfer any of its property or assets to the Borrower or any other Subsidiary of Borrower the Borrower, other than restrictions (i) imposed by law or by any Credit Documentexisting under this Agreement, (ii) in agreements evidencing Indebtedness pursuant to Capital Leases permitted by Section 6.1(k) 6.2 that impose restrictions on the property so acquired, and acquired (except that such agreements shall not in any amendments, modifications, extensions manner limit the ability of the Borrower or renewals thereof (including any such extension Subsidiary of the Borrower to pay dividends or renewal arising as a result of an extension, renewal or refinancing of make any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeother distribution), (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are by reason of customary subordination provisions in any guaranty or were created by virtue similar arrangement (including any arrangement of any transfer ofthe type described in clause (vii), agreement to transfer (viii) or option (ix) of the definition of “Indebtedness” or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) imposed on a Subsidiary pursuant to an agreement which has been entered into in connection with the case disposition of any Subsidiary that is not directly all of substantially all of the capital stock or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in assets of such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document, no Credit Party the Subordinated Note Documents or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness permitted by Section 6.01, so long as such refinancing, renewal or replacement does not expand the scope of such Contractual Obligation, none of the Loan Parties shall, nor shall it they permit any of its 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 Subsidiary of Borrower to pay dividends or other distributions or make cash loans or advances by any Subsidiary to any Loan Party, except: (a) pay dividends or make in any agreement evidencing (x) Indebtedness of a Subsidiary, other distributions on any of such Subsidiary’s Equity Interests owned than a Loan Party, permitted by Borrower or any other Subsidiary of BorrowerSection 6.01, (by) repay permitted by Section 6.01 that is secured by a Permitted Lien if such encumbrance or prepay any restriction applies only to the Person obligated under such Indebtedness owed by and its Subsidiaries or the property or assets intended to secure such Subsidiary Indebtedness and (z) Indebtedness permitted pursuant to Borrower or any other Subsidiary clauses (m), (p) (as it relates to Indebtedness in respect of Borrowerclauses (a), (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholem), (iiiq), (s), (n) and (v) of Section 6.01), (q), (s), (n) and (v) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivc) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (d) assumed in connection with an acquisition of property or the Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its Subsidiaries (vincluding the Capital Stock of such Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for the case Disposition of a Subsidiary permitted pursuant to Section 6.06 that restricts the payment of dividends or other distributions or the making of cash loans or advances by that Subsidiary pending the Disposition; (f) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by its Organizational Documents or any related customary provisions in partnership agreements, limited liability company organizational governance documents, joint ventureventure agreements and other similar agreements of non-Wholly-Owned Subsidiaries that restrict the transfer of ownership interests in such partnership, shareholders’ limited liability company, joint venture or similar agreement; provided that Person; (h) on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such restrictions Cash or other deposits exist; (i) set forth in documents which exist on the Closing Date and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified are listed on Schedule 6.5, and 6.08 hereto; and (j) restrictions of the types referred to in the first paragraph of this Section 6.08 imposed by any amendments, modifications, extensions restatements, renewals, increases, supplements, refundings, replacements or renewals thereof refinancings of the contracts, instruments or obligations referred to in clauses (including any a) through (i) above; provided that such extension amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or renewal arising as a result refinancings are, in the good faith judgment of an extensionthe Borrower Representative, renewal or refinancing of any Indebtedness containing no more restrictive with respect to such restriction or condition) that do not materially expand the scope of any such restriction or condition restrictions taken as a wholewhole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided hereinEach of Holdings and Company shall not, no Credit Party shall, nor and shall it not permit any of 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 Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower Company or by any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or to any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or to any other Subsidiary of BorrowerCompany, or (d) transfer, lease or license transfer any of its property or assets to Borrower Company or to any other Subsidiary of Borrower Company other than restrictions (i) imposed by law existing under this Agreement or by any the Revolving Credit DocumentDocuments (as in effect on the Closing Date), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(kSections 6.1(g) and 6.1(l) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) restrictions in agreements evidencing Indebtedness secured by Liens permitted by Section 6.2(m) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreementimpose restrictions on the property securing such Indebtedness, (v) in customary restrictions on assets that are the case subject of any Subsidiary that is not directly an Asset Sale permitted by Section 6.9 or indirectly wholly owned a Capital Lease permitted by Borrower, restrictions Section 6.1(n) and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5in agreements evidencing Indebtedness permitted by Section 6.1(h) or 6.1(k), and any amendmentsin each case, modificationsso long as such restrictions are not more restrictive, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, than the restrictions set forth in this Agreement.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shallthe Borrower will not, nor shall will it permit any of its Subsidiaries Subsidiary 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 Subsidiary of Borrower to (ai) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Borrower or any other Subsidiary of Borrower, Subsidiary; (bii) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of Borrower, Subsidiary; (ciii) make loans or advances to the Borrower or any other Subsidiary of Borrower, Subsidiary; or (div) transfer, lease or license transfer any of its property or assets to the Borrower or any other Subsidiary of Borrower Subsidiary, in each case, other than restrictions restrictions: (i) imposed by law or by any Credit Document, (iia) in agreements evidencing Indebtedness permitted by in accordance with Section 6.1(k6.1(a), (c), (d) (that impose restrictions on the property so acquired, constructed, leased or improved), (g), (h), (i), (j), (k) (limited to such acquired Person or asset) and any amendments, modifications, extensions (y); (b) in agreements evidencing Permitted Refinancing of Indebtedness permitted in accordance with Section 6.1(w) or renewals thereof other Indebtedness issued or incurred (including any such by means of the extension or renewal arising as a result of an extensionexisting Indebtedness) to refinance, renewal refund, extend, defease, discharge, renew or replace other Indebtedness; provided that the encumbrances, restrictions and conditions under any such refinancing of any Indebtedness containing such restriction or condition) that do are not materially expand the scope of any such restriction or condition more restrictive, taken as a whole, than those contained in the documentation governing the Indebtedness being refinanced (iiias determined by the Borrower in good faith); (c) by reason of customary provisions restricting assignments, subletting subletting, or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivd) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (e) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Subsidiary; (vf) restrictions on Subsidiaries that are not Credit Parties pursuant to Indebtedness permitted under Section 6.1 and pursuant to restrictions in agreements related to Investments and acquisitions permitted by Section 6.6; (g) restrictions on Persons or property at the time such Person or property is acquired; provided such restrictions were existing at the time of such acquisition and were not created in anticipation or contemplation thereof; (h) under licensing, sub-licensing, leasing or sub-leasing agreements entered into by the Borrower or any Subsidiary, in each case entered into in the case ordinary course of business and provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (i) restrictions that is not directly or indirectly wholly owned by Borrower, exist on the Closing Date; (j) restrictions and conditions imposed by its Organizational Documents or any related joint ventureagreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.1 that are, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder; (k) negative pledges that are permitted pursuant to Section 6.3; (l) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (m) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and restrictions that arise in connection with cash or other deposits permitted hereunder; and (n) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith determination of the Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shallthe Borrower will not, nor shall will it permit any of its Subsidiaries Subsidiary 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 Subsidiary of the Borrower to (ai) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Borrower or any other Subsidiary of the Borrower, ; (bii) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, ; (ciii) make loans or advances to the Borrower or any other Subsidiary of the Borrower, ; or (div) transfer, lease or license transfer any of its property or assets to the Borrower or any other Subsidiary of Borrower the Borrower, in each case, other than restrictions restrictions: (i) imposed by law or by any Credit Document, (iia) in agreements evidencing Indebtedness permitted by in accordance with Section 6.1(k6.1(a), (c), (d) (that impose restrictions on the property so acquired, constructed, leased or improved), (g), (h), (i), (k) (limited to such acquired Person or asset), (r), (u) and any amendments, modifications, extensions (z); (b) in agreements evidencing Permitted Refinancing of Indebtedness permitted in accordance with Section 6.1(x) or renewals thereof other Indebtedness issued or incurred (including any such by means of the extension or renewal arising as a result of an extensionexisting Indebtedness) to refinance, renewal refund, extend, defease, discharge, renew or replace other Indebtedness; provided that the encumbrances, restrictions and conditions under any such refinancing of any Indebtedness containing such restriction or condition) that do are not materially expand the scope of any such restriction or condition more restrictive, taken as a whole, than those contained in the documentation governing the Indebtedness being refinanced (iiias determined by the Borrower in good faith); (c) by reason of customary provisions restricting assignments, subletting subletting, or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivd) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (e) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Subsidiary; (vf) restrictions on Non-Credit Parties pursuant to Indebtedness permitted under Section 6.1 and pursuant to restrictions in agreements related to Investments and acquisitions permitted by Section 6.6; (g) restrictions on Persons or property at the time such Person or property is acquired; provided such restrictions were existing at the time of such acquisition and were not created in anticipation or contemplation thereof; (h) under licensing, sub-licensing, leasing or sub-leasing agreements entered into by the Borrower or any Subsidiary, in each case entered into in the case ordinary course of business, and provisions restricting assignment of any agreement entered into by the Borrower or any Subsidiary in the ordinary course of business; (i) restrictions that is not directly or indirectly wholly owned by Borrower, exist on the Closing Date; (j) restrictions and conditions imposed by its Organizational Documents or any related joint ventureagreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.1 that are, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder; (k) negative pledges that are permitted pursuant to Section 6.3; (l) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (m) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and restrictions that arise in connection with cash or other deposits permitted hereunder.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the ABL Facility Documentation, any document with respect to any “Incremental Equivalent Debt” (as defined herein) and/or in agreements with respect to refinancings, no Credit Party shallrenewals or replacements of such Indebtedness that are permitted by Section 6.01, the Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, create enter into or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on agreement restricting the ability of (i) any Subsidiary subsidiary of the Parent Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by to the Parent Borrower or any other Subsidiary of Borrower, Guarantor or (bii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make cash loans or advances to the Parent Borrower or any other Subsidiary of BorrowerGuarantor, or except: (da) transfer, lease or license in any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions agreement evidencing (i) imposed Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by law or by any Credit DocumentSection 6.01, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) 6.01 that impose restrictions on is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property so acquired, or assets intended to secure such Indebtedness and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any iii) Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholepermitted pursuant to clauses (i), (iiij), (m), (n), (p), (q), (u), (w), (x) and/or (z) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivc) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (d) assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (vincluding the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition; (e) in the case any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that is not directly restricts the payment of dividends or indirectly wholly owned other distributions or the making of cash loans or advances by Borrower, restrictions and conditions such Restricted Subsidiary pending such Disposition; (f) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by its Organizational Documents customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements; (h) on Cash, other deposits or any related joint venture, shareholders’ net worth or similar agreement; provided that restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and conditions apply only not created in contemplation thereof; (j) those arising pursuant to such Subsidiary and an agreement or instrument relating to any Equity Interests Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in such Subsidiarythis Agreement, taken as a whole (as determined in good faith by the Parent Borrower); (k) those arising under or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extensionapplicable law, renewal rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Loan Document and/or any Loan Document (as defined in the ABL Credit Agreement), any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; (m) any Indebtedness permitted under Section 6.01; provided that no such restrictions are, in the good faith judgment of the Parent Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in any Indebtedness existing on the Closing Date (including under this Agreement and the ABL Credit Agreement); (n) in any agreement with respect to any NMTC Transaction; and/or (o) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any Indebtedness containing contract, instrument or obligation referred to in clauses (a) through (o) above; provided that no such restriction amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or condition) that do not materially expand refinancing is, in the scope good faith judgment of any the Parent Borrower, more restrictive with respect to such restriction or condition restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of BorrowerHoldings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of BorrowerHoldings, (c) make loans or advances to Borrower or any other Subsidiary of BorrowerHoldings, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower Holdings other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing the Aircraft Indebtedness or evidencing Indebtedness permitted by Section 6.1(kSections 6.1(i), 6.1(j), 6.1(r) and 6.1(s), in each case, that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof subject to the Liens securing such Indebtedness; (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (ivii) that are or were created by virtue of any transfer or sale of, agreement to transfer or sell or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement; (iii) described on Schedule 6.5; (iv) by reason of customary provisions restricting assignments, (v) subletting or other transfers contained in leases, licenses and similar agreements entered into in the case ordinary course of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (v) imposed by applicable Law; (vi) in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings and conditions apply only is applicable to such Subsidiary and (vii) contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, joint ventures and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeNon-Guarantor Subsidiaries.

Restrictions on Subsidiary Distributions. Except as provided hereinherein and, prior to the Initial Note Date, except as provided in the Goldman NPA prior to the repayment in full thereof, no Credit Note Party shall, nor shall it permit any of 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 Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower Company or any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer, lease or license transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Company, in each case, other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing any purchase money Indebtedness permitted by Section 6.1(k6.1(j) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this AgreementAgreement (iv) on the transfer of Capital Stock of Managed Companies in the Organizational Documents of such Managed Companies or pursuant to applicable law, in each case, that restrict transfer of the Capital Stock of such Managed Companies to any person other than a licensed physician, and (v) set forth in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Managed Company Documents or any related joint venture, shareholders’ or similar agreement; provided that so long as such restrictions permit (A) the repayment of all Obligations and conditions apply only to such Subsidiary refinancings thereof and (B) loans or advances to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeNote Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower Xerium to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower Xerium or any other Subsidiary of BorrowerXerium, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Xerium or any other Subsidiary of BorrowerXerium, (c) make loans or advances to Borrower Xerium or any other Subsidiary of BorrowerXerium, or (d) transfer, lease or license transfer any of its property or assets to Borrower Xerium or any other Subsidiary of Borrower Xerium, other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof ; (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, Ordinary Course; (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, ; (iv) in any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition; (v) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; and (vi) in any instrument governing Indebtedness or Capital Stock of a Person acquired by Xerium or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired, provided that, in the case of any Subsidiary that is not directly or indirectly wholly owned Indebtedness, such Indebtedness was permitted by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeSection 6.1.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document, no Credit Party shallthe Second Lien Secured Notes Documents, and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.1, Holdings shall not, nor shall it permit any of its Restricted Subsidiaries to, create enter into or otherwise cause or suffer to exist any agreement restricting the payment of dividends or become effective other distributions or the making of cash loans or advances by any consensual encumbrance or restriction of Restricted Subsidiary to any kind on the ability of any Subsidiary of Borrower to Loan Party, except restrictions: (a) pay dividends or make set forth in any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions agreement evidencing (i) imposed Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by law or by any Credit DocumentSection 6.1, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) 6.1 that impose restrictions on is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property so acquired, or assets intended to secure such Indebtedness and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason Indebtedness permitted pursuant to clauses (j), (m) (as it relates to Indebtedness in respect of clauses (a), (j), (o), (q), (s) and/or (w) of Section 6.1), (n), (p), (r) and/or (w) of Section 6.1; (b) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivc) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (vincluding the Capital Stock of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the case ordinary course of business or for whose benefit such cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if such restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to any Bank Product Obligation; (m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrowers and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not directly restricted by this Agreement; (n) set forth in any agreement relating to any Permitted Lien that limits the right of the Borrowers or indirectly wholly owned by Borrower, restrictions and conditions any Restricted Subsidiary to Dispose of or encumber the assets subject thereto; and/or (o) imposed by its Organizational Documents any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any related joint venturecontract, shareholders’ instrument or similar agreementobligation referred to in clauses (a) through (n) above; provided that such restrictions and conditions apply only amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to such Subsidiary and to any Equity Interests in such Subsidiaryrestrictions, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of any Borrower to (ai) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by any Borrower or any other Subsidiary of any Borrower, (bii) repay or prepay any Indebtedness owed by such Subsidiary to any Borrower or any other Subsidiary of Borrower, (ciii) make loans or advances to Borrower Borrowers or any other Subsidiary of any Borrower, or (div) transfer, lease or license any of its property or assets to any Borrower or any other Subsidiary of Borrower any Borrower, other than than: (a) restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness secured by a Lien on particular property, which restrictions shall only apply to the obligors on such Indebtedness and their Subsidiaries; (b) restrictions in agreements, the obligations with respect to which are secured by Liens permitted by under Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole6.2(d), (iiij), (k), (n), (s), (t), (u), (v) and (w); (c) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements, asset sale agreements and similar agreements entered into in the ordinary course of business, ; (ivd) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, ; (ve) customary restrictions on the assignment of any agreement; and (f) restrictions on the distribution of deposits posted by Parent or any of its Subsidiaries imposed under agreements entered into in the case ordinary course of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholebusiness.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause Enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower (other than Excluded Subsidiaries and Project Finance Subsidiaries) to (a) pay dividends or make Restricted Payments in respect of any other distributions on any Equity Interests of such Subsidiary’s Equity Interests owned by Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary (it being understood that (i) the priority of Borrowerany preferred equity in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Parent Borrower or any Subsidiary to other Indebtedness incurred by the Parent Borrower or any Subsidiary shall not be deemed a restriction on the ability to pay loans or advances), (b) repay or prepay any Indebtedness owed by such Subsidiary to make Investments in the Parent Borrower or any other Subsidiary of Borrower, Loan Party or (c) make loans or advances transfer any of its assets to the Parent Borrower or any other Subsidiary Loan Party, except for such encumbrances or restrictions existing under or by reason of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Documentrestrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on connection with the property so acquired, and any amendments, modifications, extensions Disposition of all or renewals thereof (including any substantially all of the Equity Interests or assets of such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeSubsidiary, (iii) by reason of customary provisions restricting assignments, subletting any restrictions imposed pursuant to agreements governing any purchase money Liens or Capitalized Leases or other secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective as to transfers contained of the assets financed thereby or securing such Indebtedness), (iv) customary non-assignment provisions in leases, licenses, Joint Venture agreements and similar agreements any contract or lease entered into in the ordinary course Ordinary Course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right Business and consistent with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreementpast practices, (v) in the case applicable law or any applicable rule, regulation, or order of any Subsidiary that is not directly Governmental Authority, (vi) provisions with respect to the disposition or indirectly wholly owned by Borrowerdistribution of assets or property in joint venture agreements, restrictions asset sale agreements, stock sale agreements, and conditions imposed by its Organizational Documents or any related joint ventureother similar agreements, shareholders’ or similar agreement; provided that such restrictions and conditions provisions apply only to the assets subject to such agreements, (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Ordinary Course of Business, (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Parent Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Parent Borrower and is not applicable to any Equity Interests in Person, or the properties or assets of any Person, other than such Subsidiary or such Subsidiary’s properties and assets, and (ix) any instrument governing Indebtedness assumed in connection with any acquisition of any Person or asset and not incurred in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions the properties or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing assets of any Indebtedness containing such restriction Person, other than the Person or condition) that do not materially expand the scope properties or assets of any such restriction or condition taken as a wholethe Person so acquired.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Documentexisting under this Agreement, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(l) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture asset or stock sale agreement, joint venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified described on Schedule 6.5, (vi) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the Foreign Subsidiary obligated on such Indebtedness, (vii) in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Equity Interest of a Person other than on a pro rata basis, (viii) in any instrument governing Indebtedness or Equity Interests of a Person acquired by Holdings or one of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests was incurred or issued in connection with or in contemplation of such acquisition), so long as the encumbrance or restriction thereunder is not applicable to any Person, or the properties or assets of any Person, other than the Person or property or assets of the Person so acquired, (ix) arising under applicable laws, rules, regulations or orders, (x) restrictions entered into during a Suspension Period and (xi) any encumbrance or restriction imposed by any amendments, modifications, extensions restatements, increases, supplements, refundings, replacements, or renewals thereof refinancings of the contracts, instruments or obligations referred to in clauses (including any i) through (x) above; provided that the encumbrances or restrictions in such extension amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do refinancings are not materially expand more restrictive, in the scope good faith judgment of any such restriction or condition the board of directors of Borrower, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Loan Party shall, nor shall it permit any of 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 Subsidiary of the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license transfer any of its property or assets to Borrower or any other Subsidiary of Borrower Borrower, in each case, other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(kclause (h) or (l) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar other agreements (including, without limitation, Permitted Product Agreements, but solely to the extent that such customary provisions are not broader than the scope of the Royalty Monetization Transactions or Permitted Product Agreements expressly permitted under this Agreement) entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, Agreement and (viv) that are set forth herein and in the case other Loan Documents. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or the Borrower from being a Loan Party (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeother than Excluded Subsidiaries).

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document, no Credit Party shallin the Senior Note Indenture, the Term Loan Agreement or in agreements with respect to refinancings, renewals or replacements of such Indebtedness permitted by Section 6.01, so long as such refinancing, renewal or replacement does not expand the scope of such contractual obligation, the Borrowers and the Subsidiary Guarantors shall not, nor shall it they permit any of its 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 Subsidiary of Borrower to the Borrowers to: (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by any Borrower or any other Subsidiary of Borrower, Subsidiary; (b) repay or prepay any Indebtedness owed by such Subsidiary to any Borrower or any other Subsidiary of Borrower, Subsidiary; (c) make loans or advances to any Borrower or any other Subsidiary of Borrower, or the Borrower Agent; or (d) transfer, lease or license transfer any of its property or assets to any Borrower or any other Subsidiary of Borrower other than restrictions restrictions: (i) imposed in any agreement evidencing (x) Indebtedness of a Subsidiary other than a Loan Party permitted by law or by any Credit DocumentSection 6.01, (iiy) in agreements evidencing Indebtedness permitted by Section 6.1(k) 6.01 that impose is secured by a Permitted Lien if such encumbrances or restrictions on apply only to the Person obligated under such Indebtedness and its Subsidiaries or the property so acquired, or assets intended to secure such Indebtedness and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising z) Indebtedness permitted pursuant to clauses (p) (as a result it relates to Indebtedness in respect of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeclauses (q), (iiir), (u), (v), (w) and (y) of Section 6.01), (q), (r), (u), (v), (w) and (y) of Section 6.01; (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (iviii) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (iv) assumed in connection with an acquisition of property or new Subsidiaries, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (v) in any agreement for the case sale or other disposition of any a Subsidiary that is not directly restricts distributions by that Subsidiary pending the sale or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or other disposition; (vi) identified in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (vii) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (viii) on Cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (ix) set forth in documents which exist on the Closing Date and are listed on Schedule 6.5, and 6.06 hereto; and (x) of the types referred to in clauses (a) through (d) above imposed by any amendments, modifications, extensions restatements, renewals, increases, supplements, refundings, replacements or renewals thereof refinancings of the contracts, instruments or obligations referred to in clauses (including any i) through (ix) above; provided that such extension amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or renewal arising as a result refinancings are, in the good faith judgment of an extensionthe Borrower Agent, renewal or refinancing of any Indebtedness containing no more restrictive with respect to such restriction or condition) that do not materially expand the scope of any such restriction or condition restrictions taken as a wholewhole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower Company or any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer, lease or license transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Company other than restrictions (i) imposed by law or by any Credit Documentexisting under this Agreement, (ii) in the Senior Subordinated Note Documents as in effect on the Closing Date or as modified in accordance with this Agreement, (iii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(j) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiiv) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of businessotherwise permitted hereunder, (ivv) arising under applicable laws, rules, regulations or orders, (vi) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (vvii) any instrument governing Indebtedness or Capital Stock of a Person acquired by Company and its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or property or assets of the Person so acquired; provided that, in the case of any Subsidiary Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (viii) in agreements set forth on Schedule 6.6, (ix) provisions in agreements or instruments that is not directly prohibit the payment of dividends or indirectly wholly owned by Borrower, restrictions the making of other distributions with respect to Capital Stock other than on a pro rata basis and conditions (x) imposed by its Organizational Documents any amendments, modifications restatements, renewals, increases, supplements, refundings, replacements or any related joint venturerefinancings of the contracts, shareholders’ instruments or similar agreementobligations referred to in clauses (i) through (ix) above; provided that such the encumbrances or restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions restatements, renewals, increases, supplements, refundings, replacements or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do refinancings are not materially expand more restrictive, in the scope good faith judgment of any such restriction or condition the Board of Directors of Holdings, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document or the Second Lien Loan Documents (or any documentation with respect to any Second Lien Debt (as defined in the Intercreditor Agreement)) or any document with respect to any “Incremental Equivalent Debt” (as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility), no Credit Party shallin each case, in any agreements with respect to refinancings, renewals or replacements of such Indebtedness permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Subsidiaries to, create to enter into or otherwise cause or suffer to exist any agreement restricting the payment of dividends or become effective any consensual encumbrance other distributions or restriction the making of any kind on the ability of Cash loans or advances by any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower or any other Loan Party that is a Subsidiary of the Borrower, except: (ba) repay or prepay in any agreement evidencing (x) Indebtedness owed of a Subsidiary that is not a Loan Party permitted by such Subsidiary to Borrower or any other Subsidiary of BorrowerSection 6.01, (cy) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) 6.01 that impose restrictions on is secured by a Permitted Lien if such encumbrance or restriction applies only to the Person obligated under such Indebtedness and its Subsidiaries or the property so acquired, or assets intended to secure such Indebtedness and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any z) Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholepermitted pursuant to clauses (l), (iiio) (as it relates to Indebtedness in respect of clauses (a), (s), (u) and (x) of Section 6.01), (s), (u) and (x) of Section 6.01); (b) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivc) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (d) assumed in connection with an acquisition of property or the Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its Subsidiaries (vincluding the Capital Stock of such Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for the case Disposition of a Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of loans or advances by that Subsidiary pending such Disposition; (f) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, corporate organizational documents (including, without limitation, certificates of designation), joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (h) on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist; (i) set forth in documents which exist on the Closing Date; (j) customary net worth or similar provisions contained in leases, contracts or other documents entered into by the Borrower or any Subsidiary so long as the Borrower or such Subsidiary has determined in good faith that such net worth or similar provisions could not reasonably be expected to impair the ability of the Borrower or such Subsidiary to meet its ongoing obligations; (A) those arising under or as a result of applicable law, rule, regulation or order or the terms of any Subsidiary that is not directly license, authorization, concession or indirectly wholly owned by Borrower, permit and (B) those arising in any Hedge Agreement or any agreement relating to any Banking Services Obligation or obligations of the type set forth in Section 6.01(e); and (l) restrictions and conditions of the types referred to in the first paragraph of this Section 6.05 above imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions restatements, renewals, increases, supplements, refundings, replacements or renewals thereof refinancings of the contracts, instruments or obligations referred to in clauses (including any a) through (k) above; provided that such extension amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or renewal arising as a result refinancings are, in the good faith judgment of an extensionthe Borrower, renewal or refinancing of any Indebtedness containing no more restrictive with respect to such restriction or condition) that do not materially expand the scope of any such restriction or condition restrictions taken as a wholewhole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein, no No Credit Party shall, nor shall it permit any of 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 Subsidiary of the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower or any other Subsidiary of the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of Borrower, the Borrower or (d) transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of the Borrower other than restrictions (i) imposed by law with respect to specific property subject to a Lien permitted hereunder to secure payment of Indebtedness permitted hereunder or by any Credit Documentto be sold pursuant to an executed agreement with respect to a Asset Sale permitted hereunder; provided that such restrictions are limited to the property so encumbered or subject to such Asset Sale, (ii) customary restrictions contained in any Permitted License, leases or similar agreements evidencing Indebtedness permitted by Section 6.1(k) hereunder; provided that impose such restrictions on are limited to the property so acquiredor assets subject to such Permitted License, and any amendments, modifications, extensions lease or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholesimilar agreement, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained provision in leases, licenses, Joint Venture joint venture agreements and similar agreements applicable to joint ventures permitted hereunder; provided that such restrictions are applicable solely to such joint venture entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) customary provision set forth in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreementCo-Development Agreements; provided that such restrictions and conditions apply only are applicable solely to the property subject to such Subsidiary and Co-Development Agreements, (v) with respect to any Equity Interests in such SubsidiaryDiscontinued Real Property, or (vi) restrictions identified on Schedule 6.56.05, (vii) restrictions set forth in Indebtedness permitted under Section 6.01(f) that imposes restrictions on the property so acquired in connection with the Permitted Acquisition referred to in Section 6.01(f), Section 6.01(g) (to the extent not more restrictive that the restrictions contained in this Agreement), 6.01(k) (to the extent not more restrictive that the restrictions contained in this Agreement), Section 6.01(m)(ii) (solely with respect to the entity incurring such Indebtedness), Section 6.01(n) (solely with respect to the assets financed thereby), Section 6.01(q) and Section 6.01(x) (to the extent not more restrictive that the restrictions contained in this Agreement), (viii) restrictions under any amendmentsRefinancing Indebtedness or Permitted Incremental Equivalent Debt, modifications(ix) restrictions contained in this Agreement and the indentures relating to the Convertible Notes and the Senior Notes, extensions (x) restrictions on cash or renewals thereof other deposits or customary net worth provisions imposed by customers under contracts entered into in the ordinary course of business, (including xi) pursuant to any such extension or renewal arising as a result of an extensionamendment, renewal modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any Indebtedness containing an agreement referred to in clauses (i) through (x) above; provided, however, that such restriction amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or condition) that do not refinancing is no more materially expand the scope of any restrictive with respect to such restriction or condition encumbrances and other restrictions taken as a wholewhole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or to the extent resulting from the Chapter 11 Cases or related to the entry and the terms of the Bankruptcy Court Orders, no Credit Loan Party shall, nor shall it permit any of 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 Subsidiary of Borrower the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests 's Capital Stock owned by Borrower the Company or any other Subsidiary of Borrowerthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower the Company or any other Subsidiary of Borrowerthe Company, (c) make loans or advances to Borrower the Company or any other Subsidiary of Borrowerthe Company, or (d) transfer, lease or license transfer any of its property or assets to Borrower the Company or any other Subsidiary of Borrower the Company other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(kclause (h) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, and any amendments, modifications, extensions acquired or renewals thereof (including any subject of such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeIndebtedness, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (iv) in agreements entered into in the ordinary course of business in accordance with customary industry practice, (v) on net worth imposed by customers or suppliers under contracts entered into in the case ordinary course of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests business in such Subsidiary, accordance with customary industry practice or (vi) identified in agreements in existence on the date hereof and listed on Schedule 6.57.6 hereto. No Loan Party shall, and nor shall it permit its Subsidiaries to, enter into any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as Contractual Obligations which would prohibit a result Domestic Subsidiary of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as Company from being a wholeLoan Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower Parent to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower Parent or any other Subsidiary of BorrowerParent, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Parent or any other Subsidiary of BorrowerParent, (c) make loans or advances to Borrower Parent or any other Subsidiary of BorrowerParent, or (d) transfer, lease or license any of its property or assets to Borrower Parent or any other Subsidiary of Borrower Parent other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by BorrowerParent, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any existing under the Credit DocumentDocuments and the First Lien Credit Agreement, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(j) that impose restrictions on the property so leased or acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements joint venture agreements, sales and procurement contracts and similar agreements entered into in the ordinary course of businessbusiness or in connection with sale and lease-back transactions permitted under Section 6.10, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrowerdescribed on Schedule 6.5, (vi) restrictions and conditions imposed by its Organizational Documents or law, (vii) Contractual Obligations binding on a Subsidiary acquired by any related joint ventureCredit Party in a Permitted Acquisition at the time such Subsidiary first becomes a Subsidiary, shareholders’ or similar agreement; provided so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary, (viii) restrictions on cash deposits and requirements to maintain net worth imposed by vendors under contracts entered into in the ordinary course of business, (ix) restrictions on cash deposits made by customers in the ordinary course of business that such restrictions and conditions apply only are subject to return to such Subsidiary customers and to (x) any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and restrictions imposed by any amendments, modifications, extensions restatements, renewals, increases, supplements, refundings, replacements or renewals thereof refinancings of the Contractual Obligations or Indebtedness referred to in clauses (including any i) through (ix) above, provided that, such extension amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or renewal arising as a result refinancings are, in the good faith judgment of an extensionBorrower, renewal or refinancing of any Indebtedness containing no more restrictive with respect to such restriction or condition) that do not materially expand the scope of any such restriction or condition encumbrance and other restrictions taken as a wholewhole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided hereinNone of Holdings, no Credit Party shallthe Borrower or any other Restricted Subsidiary will, nor shall it directly or indirectly, enter into, incur or permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction of any kind on condition upon the ability of any Restricted Subsidiary of Borrower to (a) to pay dividends or make any other distributions on any of such Subsidiary’s its Equity Interests owned by Holdings, the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (b) to repay or prepay any Indebtedness owed owing by such Restricted Subsidiary to Holdings, the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (c) to make loans or advances to Holdings, the Borrower or any other Restricted Subsidiary of Borrower, or to Guarantee the Obligations or (d) to transfer, lease or license any of its property or assets to Holdings, the Borrower or any other Subsidiary of Borrower other than restrictions Restricted Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions and conditions existing on the property so acquiredClosing Date identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) ), provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (iii) in the case of (A) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (B) in the case of restrictions and conditions referred to in clause (d) above, the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by reason the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (B), in any agreement or instrument relating to Indebtedness of such Person, provided, in each case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (iv) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1(e), 6.1(s) or 6.1(w) or governing Liens permitted by Section 6.2(k), 6.2(n) or 6.2(u) or by clause (c), (d), (m), (t) or (u) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (v) restrictions and conditions imposed by any agreement or document governing Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (vi) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (vii) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (viii) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenseslicenses and other agreements restricting the assignment thereof or, Joint Venture agreements and similar in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (ix) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (vx) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents referred to in clause (d) above, customary restrictions in respect of Intellectual Property contained in licenses or any related joint venturesublicenses of, shareholders’ or similar agreement; provided that other grants of rights to use or exploit, such Intellectual Property, (xi) restrictions and conditions apply only to such Subsidiary contained in any Permitted Revolving Indebtedness Document as in effect on the Closing Date and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or and renewals thereof (including any such extension or renewal arising as a result of an extensionthereof, renewal or refinancing of any Indebtedness containing such restriction or condition) provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, and (xii) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted pursuant to Section 6.1(i), 6.1(j), 6.1(k), 6.1(l), 6.1(u) or 6.1(w) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

Restrictions on Subsidiary Distributions. Except as provided hereinThe Borrower shall not, no Credit Party shall, nor and shall it not permit any of its Subsidiaries other Group Member to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on that limits in any material respect the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Borrower or any other Subsidiary of BorrowerSubsidiary, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of BorrowerSubsidiary, (c) make loans or advances to the Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license transfer any of its property or assets to the Borrower or any other Subsidiary Subsidiary, in each case pursuant to any agreement that is material to the ParentBorrower and its Subsidiaries taken as a whole, and that adversely affects, directly or indirectly, the repayment of Borrower the Obligations, other than restrictions under (i) imposed by law or by any Credit Documentthis Agreement, (ii) in agreements evidencing Indebtedness secured by Liens permitted by Section 6.1(k6.1(xxvii) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason any applicable law, rule or regulation or the Organizational Documents of such Subsidiary, (iv) any order from or agreement with an Applicable Insurance Regulatory Authority or any other instrument or agreement as described on Schedule 6.4, (v) any order from or agreement with an Applicable Insurance Regulatory Authority arising after the Effective Date which could not reasonably be expected to result in a Material Adverse Effect, (vi) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, business and (ivvii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, customary restrictions and conditions imposed by its Organizational Documents or in any related joint venture, shareholders’ or similar agreement; provided that agreement relating to the sale of assets pending such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholesale.

Restrictions on Subsidiary Distributions. (i) Except as provided herein, no Credit Party shallthe Borrower shall not, nor and shall it not permit any of 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 Subsidiary of the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Borrower or any other Subsidiary of the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (d) transfer, lease or license transfer any of its property or assets to the Borrower or any other Subsidiary of Borrower the Borrower, other than restrictions (i) imposed by law or by any Credit Documentexisting under this Agreement, (ii) in agreements evidencing Indebtedness pursuant to Capital Leases permitted by Section 6.1(k) 6.2 that impose restrictions on the property so acquired, and acquired (except that such agreements shall not in any amendments, modifications, extensions manner limit the ability of the Borrower or renewals thereof (including any such extension Subsidiary of the Borrower to pay dividends or renewal arising as a result of an extension, renewal or refinancing of make any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeother distribution), (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are by reason of customary subordination provisions in any guaranty or were created by virtue similar arrangement (including any arrangement of any transfer ofthe type described in clause (vii), agreement to transfer (viii) or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement(ix) of the definition of “Indebtedness”), (v) imposed on a Subsidiary pursuant to an agreement which has been entered into in connection with the case disposition of any Subsidiary that is not directly all of substantially all of the capital stock or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to assets of such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, existing at the time a Person becomes a Subsidiary and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholecreated in anticipation thereof.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shallParent Borrower shall not, nor and shall it not permit any of its Subsidiaries that are not Credit Parties 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 of Parent Borrower to (a1) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Parent Borrower or any other Subsidiary of BorrowerCredit Party, (b2) repay or prepay any Indebtedness owed by such Subsidiary to Parent Borrower or any other Subsidiary of BorrowerCredit Party, (c3) make loans or advances to Parent Borrower or any other Subsidiary of BorrowerCredit Party, or (d4) transfersell, lease or license transfer any of its property or assets to Parent Borrower or any other Subsidiary of Borrower Credit Party other than by reason of: (a) contractual encumbrances, licenses or restrictions in effect on the Second Restatement Effective Date, including pursuant to this Agreement and the related documentation and Hedge Agreements and related documentation; (ib) imposed by law or by any Credit Documentcontractual restrictions contained in the Senior Notes Indenture, the Senior Notes, the Senior Exchange Notes Indenture, the Senior Exchange Notes, the New Senior Notes Indenture, the New Senior Notes and related guarantees and related documentation; (iic) purchase money obligations for property acquired in agreements evidencing Indebtedness permitted by Section 6.1(k) the ordinary course of business and Capital Leases that impose restrictions of the nature discussed in clause (4) of the introductory paragraph to this Section 6.5 on the property so acquired; (d) applicable Law or any applicable rule, and regulation or order; (e) any amendmentsagreement, modificationslicense or other instrument of a Person acquired by or merged, extensions consolidated or renewals thereof amalgamated with or into Parent Borrower or any of its Subsidiaries in existence at the time of such acquisition, merger, consolidation or amalgamation (including but in any such extension case not created in contemplation thereof), which encumbrance or renewal arising as a result of an extensionrestriction is not applicable to any Person, renewal or refinancing the properties or assets of any Person, other than the Person and its subsidiaries, or the property or assets of the Person and its subsidiaries, so acquired; (f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Parent Borrower, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such subsidiary; (g) secured Indebtedness containing (to the extent such restriction or conditionIndebtedness is permitted to be incurred pursuant to Section 6.1 hereof and the related Liens are permitted to be incurred pursuant to Section 6.2 hereof) that do not materially expand limits the scope right of any the debtor to dispose of the assets securing such restriction or condition taken as a whole, Indebtedness; (iiih) by reason of customary provisions restricting assignments, subletting restrictions on cash or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, ; (ivi) that are or were created by virtue of customary provisions in any transfer of, joint venture agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; (j) any transfer, lease, sublease, covenant not to xxx, release, consent, license or sublicense of Intellectual Property and other assets, in each case, entered into in the ordinary course of business; (k) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Parent Borrower or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such restrictions and conditions apply only agreement prohibits the encumbrance of solely the property or assets of Parent Borrower or such Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and not any other asset or property of Parent Borrower or such Subsidiary or the assets or property of any other Subsidiary; (l) Indebtedness of Foreign Subsidiaries that are not Credit Parties incurred subsequent to the Original Closing Date in compliance with Section 6.1 hereof; provided that Parent Borrower has determined in its good faith judgment that the incurrence of such Indebtedness and the terms thereof are on commercially reasonable terms and reasonably necessary to the business of such Foreign Subsidiary and will not materially impair Parent Borrower’s ability to make payments under the Obligations when due; and (m) any Equity Interests in such Subsidiary, encumbrances or (vi) identified on Schedule 6.5, and restrictions of the type referred to above imposed by any amendments, modifications, extensions restatements, renewals, increases, supplements, refundings, replacements or renewals thereof refinancings of the contracts, instruments or obligations referred to in clauses (including any a) through (l) of this Section 6.5; provided that such extension amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or renewal arising as a result refinancings are, in the good faith judgment of an extensionParent Borrower, renewal or refinancing of any Indebtedness containing no more restrictive with respect to such restriction or condition) that do not materially expand the scope of any such restriction or condition encumbrances and other restrictions taken as a wholewhole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(m) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (iv) under applicable law, (v) contained in any agreement in effect at the time a Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, (vi) contained in the case of SVB Credit Agreement, (vii) contained in the organizational documents or governing documents with respect to any Subsidiary that is not directly Investment Fund or indirectly wholly owned by Borrowergeneral partner thereof, restrictions and conditions (viii) imposed by its Organizational Documents any amendments or any related joint venture, shareholders’ or similar agreementrefinancings that are otherwise permitted by the Credit Documents; provided that such restrictions and conditions apply only amendments or refinancings are no more materially restrictive than those prior to such Subsidiary and to any Equity Interests in such Subsidiary, amendment or refinancing or (viix) identified described on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole.

Restrictions on Subsidiary Distributions. Except as provided hereinNone of the GP, no Credit Party shallthe Borrower or any Subsidiary will, nor shall it directly or indirectly, enter into, incur or permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction of any kind on condition upon the ability of any Subsidiary of Borrower to (a) to pay dividends or make any other distributions on any of such Subsidiary’s its Equity Interests owned by the Borrower or any other Subsidiary of BorrowerSubsidiary, (b) to repay or prepay any Indebtedness owed owing by such Subsidiary to the Borrower or any other Subsidiary of BorrowerSubsidiary, (c) to make loans or advances to the Borrower or any other Subsidiary of Borrower, or to Guarantee the Obligations or (d) to transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of Borrower other than restrictions Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions and conditions existing on the property so acquiredClosing Date identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) ), provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of restrictions and conditions referred to in clause (d) above with respect to the Equity Interests in any Subsidiary Person that is not directly or indirectly wholly owned by Borrowera Subsidiary, restrictions and conditions imposed by agreements and documents governing Indebtedness of such Person or by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; , provided, in each case, that such restrictions and conditions apply only to the Equity Interests in such Person, (iv) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by any agreement or document governing the secured Indebtedness permitted by Section 6.1(e) or governing Liens permitted by Section 6.2(h) or by clause (c) or (d) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (v) restrictions and conditions imposed by any agreement or document governing Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (vi) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.7, (vii) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (viviii) identified on Schedule 6.5in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by any amendmentsPermitted Supply & Offtake Agreement, modifications, extensions or renewals thereof (including any provided that such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that restrictions and conditions do not materially expand conflict with the scope obligations of the Credit Parties set forth herein or in the other Credit Documents, (ix) restrictions and conditions imposed by any agreement or document governing any Permitted Revolving/LC Facility, provided that such restrictions and conditions do not conflict with the obligations of the Credit Parties set forth herein or in the other Credit Documents and, in the case of any such restriction restrictions or condition taken conditions imposed by the Existing IDB Credit Agreement, such restrictions and conditions are not less favorable to the Lenders than the restrictions and conditions imposed by the Existing IDB Credit Agreement (as a wholemodified by the Consent and Amendment Documents) as of the Closing Date, (x) restrictions and conditions imposed by any agreement or document governing Indebtedness permitted by Section 6.6(l), provided that such restrictions and conditions do not conflict with the obligations of the Credit Parties set forth herein or in the other Credit Documents, (xi) restrictions and conditions imposed by any Permitted Commodity Hedge Agreement, provided that such restrictions and conditions do not conflict with the obligations of the Credit Parties set forth herein or in the other Credit Documents, (xii) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder and (xiii) restrictions on cash or deposits or net worth imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business. Nothing in this Section 6.5 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, 5.11 or 5.12 or under the Collateral Documents.

Restrictions on Subsidiary Distributions. Except as provided hereinThe Credit Parties will not, no Credit Party shall, nor shall it and will not permit any of its Subsidiaries Subsidiary to, create directly or otherwise cause indirectly, enter into, incur or suffer permit to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction of any kind on condition upon the ability of any Subsidiary of Borrower to (a) to pay dividends or make any other distributions on any of such Subsidiary’s its Equity Interests owned by the Borrower or any other Subsidiary of BorrowerSubsidiary, (b) to repay or prepay any Indebtedness owed owing by such Subsidiary to the Borrower or any other Subsidiary of BorrowerSubsidiary, (c) to make loans or advances to the Borrower or any other Subsidiary Subsidiary, or to Guarantee Indebtedness of Borrowerthe Borrower or any Subsidiary, or (d) to transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of Borrower other than restrictions Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law law, or by any rule, regulation or order of any Governmental Authority, or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions and conditions existing on the property so acquired, and date hereof identified on Schedule 6.5 (but shall apply to any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extensionof, renewal or refinancing of any Indebtedness containing amendment or modification expanding the scope of, any such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole), (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrowera Wholly-Owned Subsidiary, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ venture or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (iv) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary, or a business unit, division, product line, line of business or other assets, that are applicable solely pending such sale; provided that such restrictions and conditions apply only to the Subsidiary, or the business unit, division, product line, line of business or other assets, to be sold and such sale is permitted hereunder, (viv) identified on Schedule 6.5restrictions and conditions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.1(a)(vii), and or by any amendmentspermitted renewal, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any such Indebtedness containing such restriction (but shall apply to any amendment, modification, renewal, extension or condition) that do not materially expand refinancing expanding the scope of any such restriction or condition taken as condition); provided that such restrictions and conditions apply only to such Subsidiary, (vi) in the case of clause (d), (A) restrictions and conditions contained in agreements evidencing Indebtedness permitted by Section 6.1(a)(vi) or 6.1(a)(vii), if such restrictions or conditions apply only to assets the acquisition, construction or improvement of which was financed thereby and (B) restrictions or conditions imposed by customary provisions in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements restricting the subletting or assignment thereof, and (vii) pursuant to the Contractual Obligations of any Person that becomes a wholeSubsidiary after the date hereof; provided that (A) such Contractual Obligations are binding on such Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower and were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower and (B) such restrictions and conditions apply only to such Subsidiary (and not to any other Subsidiary with which it is merged or consolidated, other than a Subsidiary that at the time of such merger or consolidation has no significant assets and conducts no business).

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document, no the First Lien Facility Documentation, the Second Lien Facility Documentation, any document with respect to any “Incremental Equivalent Debt” (as defined in the First Lien Credit Party shallAgreement and the Second Lien Credit Agreement, respectively, or any equivalent term under the First Lien Facility and the Second Lien Facility, respectively) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, create enter into or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on agreement restricting the ability of (i) any Subsidiary subsidiary of the Lead Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by to the Lead Borrower or any other Subsidiary of Borrower, Guarantor or (bii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make cash loans or advances to the Lead Borrower or any other Subsidiary of BorrowerGuarantor, or except: (da) transfer, lease or license in any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions agreement evidencing (i) imposed Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by law or by any Credit DocumentSection 6.01, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) 6.01 that impose restrictions on is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property so acquired, or assets intended to secure such Indebtedness and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any iii) Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholepermitted pursuant to clauses (j), (iiim), (p), (u), (w), (x) and/or (y) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivc) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (d) assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (vincluding the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition; (e) in the case any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that is not directly restricts the payment of dividends or indirectly wholly owned other distributions or the making of cash loans or advances by Borrower, restrictions and conditions such Restricted Subsidiary pending such Disposition; (f) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by its Organizational Documents customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements; (h) on Cash, other deposits or any related joint venture, shareholders’ net worth or similar agreement; provided that restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and conditions apply only not created in contemplation thereof; (j) those arising pursuant to such Subsidiary and an agreement or instrument relating to any Equity Interests Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in such Subsidiarythis Agreement, taken as a whole (as determined in good faith by the Lead Borrower); (k) those arising under or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extensionapplicable law, renewal rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Loan Document and/or any Loan Document (each as defined in the First Lien Credit Agreement and the Second Lien Credit Agreement, respectively), any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; (m) any Indebtedness permitted under Section 6.01; provided that no such restrictions are, in the good faith judgment of the Lead Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in any Indebtedness existing on the Closing Date (including under this Agreement, the First Lien Credit Agreement and the Second Lien Credit Agreement); and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any Indebtedness containing contract, instrument or obligation referred to in clauses (a) through (m) above; provided that no such restriction amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or condition) that do not materially expand refinancing is, in the scope good faith judgment of any the Borrower, more restrictive with respect to such restriction or condition restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided hereinNeither the Borrower nor any Restricted Subsidiary will, no Credit Party shalldirectly or indirectly, nor shall it enter into, incur or permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction of any kind on condition upon the ability of any Restricted Subsidiary of Borrower to (a) to pay dividends or make any other distributions on any of such Subsidiary’s its Equity Interests owned by the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (b) to repay or prepay any Indebtedness owed owing by such Restricted Subsidiary to the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (c) to make loans or advances to the Borrower or any other Restricted Subsidiary of Borrower, or to Guarantee the Obligations or (d) to transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of Borrower other than restrictions Restricted Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions and conditions existing on the property so acquiredClosing Date identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) ), provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (iii) in the case of (A) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (B) in the case of restrictions and conditions referred to in clause (d) above, the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions imposed by reason the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (B), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (iv) in the case of restrictions and conditions referred to clause in (d) above, restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1(e) or 6.1(t) or governing Liens permitted by Section 6.2(l) or 6.2(o) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (v) restrictions and conditions imposed by any agreement or document governing Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (vi) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (vii) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (vii) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenseslicenses and other agreements restricting the assignment thereof or, Joint Venture agreements and similar in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (ix) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (vx) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents referred to in clause (d) above, customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (xi) restrictions contained in any Permitted Senior Notes Indebtedness Document or any related joint venture, shareholders’ or similar agreement; provided that such restrictions Permitted Term Indebtedness as in effect on the Closing Date and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or and renewals thereof (including any such extension or renewal arising as a result of an extensionthereof, renewal or refinancing of any Indebtedness containing such restriction or condition) provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, and (xii) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted pursuant to Section 6.1(i), 6.1(l) or 6.1(m) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

Restrictions on Subsidiary Distributions. Except as provided hereinherein and in the Senior Secured Notes Indenture, the $125,000,000 Unsecured Debt Agreement, the Second Lien Documents (if any) and the Subordinated Lien Documents (if any) and the documents entered into in connection therewith, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower Euramax to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower Euramax or any other Subsidiary of BorrowerEuramax, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Euramax or any other Subsidiary of BorrowerEuramax, (c) make loans or advances to Borrower Euramax or any other Subsidiary of BorrowerEuramax, or (d) transfer, lease or license transfer any of its property or assets to Borrower Euramax or any other Subsidiary of Borrower Euramax other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(k)(i) and (ii), (ii) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeiii)imposed by applicable law, (iiiiv) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course Ordinary Course of businessBusiness, (ivv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (vvi) pursuant to the Credit Documents, the Senior Secured Notes Indenture, the $125,000,000 Unsecured Debt Agreement, and the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), (vii) restrictions in documents governing any Indebtedness expressly permitted under Section 6.1(d), (viii) restrictions in documents governing any Indebtedness of French Operating Co. permitted under Section 6.1, and (ix) any usual and customary restrictions existing on cash or other deposits or net worth imposed in good faith and without regard to their provisions by bona fide customers under contracts entered into in the case Ordinary Course of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions Business of Euramax and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeSubsidiaries.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any In the case of its Subsidiaries toBorrower Group Parties, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on that by its terms materially limits the ability of any Subsidiary of Borrower Guarantor to (ai) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Borrower or any other Subsidiary of BorrowerGuarantor, (bii) repay or prepay any Indebtedness Debt for Borrowed Money owed by such Subsidiary to the Borrower or any other Subsidiary of Borrower, Guarantor or (ciii) make loans or advances to the Borrower or any other Subsidiary of BorrowerGuarantor, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (iiA) in agreements evidencing Indebtedness Debt permitted by to be incurred under Section 6.1(k8.02(b)(iv) that impose restrictions on the property Property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiB) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (ivC) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any propertyProperty, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (vD) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Loan Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions other Contractual Obligation in effect as of the Effective Date and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified set forth on Schedule 6.58.02(l) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), and (E) in any amendments, modifications, extensions or renewals thereof (including agreement entered into in connection with any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing other Debt permitted under Section 8.02(b) to the extent such restriction is no more onerous or conditionrestrictive than the equivalent restriction (if any) that do not materially expand the scope of any such restriction or condition taken as a wholeunder this Agreement.

Restrictions on Subsidiary Distributions. Except as provided hereinNeither the Borrower nor any Subsidiary will, no Credit Party shalldirectly or indirectly, nor shall it enter into, incur or permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction of any kind on condition upon the ability of any Subsidiary of Borrower to (a) to pay dividends or make any other distributions on any of such Subsidiary’s its Equity Interests owned by the Borrower or any other Subsidiary of BorrowerSubsidiary, (b) to repay or prepay any Indebtedness owed owing by such Subsidiary to the Borrower or any other Subsidiary of BorrowerSubsidiary, (c) to make loans or advances to the Borrower or any other Subsidiary of Borrower, or to Guarantee the Obligations or (d) to transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of Borrower other than restrictions Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions and conditions existing on the property so acquiredClosing Date identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) ), provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of (A) any Subsidiary that is not directly a wholly-owned Subsidiary or indirectly wholly owned by Borrower, (B) in the case of restrictions and conditions referred to in clause (d) above, the Equity Interests in any Person that is not a Subsidiary, restrictions imposed by its the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement; agreement or, in the case of clause (B), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such SubsidiarySubsidiary or to the Equity Interests in such other Person, or as applicable, (iv) [reserved], (v) [reserved], (vi) identified [reserved], (vii) [reserved], (vii) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on Schedule 6.5the assets leased or licensed thereunder, (ix) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (x) in the case of restrictions and conditions referred to in clause (d) above, customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (xi) [reserved], (xii) [reserved], and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or conditionxiii) that do not materially expand the scope of any such restriction or condition taken as a wholerestrictions constituting Permitted Liens.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any existing under the Credit DocumentDocuments and the Second Lien Credit Agreement, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(j) that impose restrictions on the property so leased or acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements joint venture agreements, sales and procurement contracts and similar agreements entered into in the ordinary course of businessbusiness or in connection with sale and lease-back transactions permitted under Section 6.10, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrowerdescribed on Schedule 6.5, (vi) restrictions and conditions imposed by its Organizational Documents or law, (vii) Contractual Obligations binding on a Subsidiary acquired by any related joint ventureCredit Party in a Permitted Acquisition at the time such Subsidiary first becomes a Subsidiary, shareholders’ or similar agreement; provided so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary, (viii) restrictions on cash deposits and requirements to maintain net worth imposed by vendors under contracts entered into in the ordinary course of business, (ix) restrictions on cash deposits made by customers in the ordinary course of business that such restrictions and conditions apply only are subject to return to such Subsidiary customers and to (x) any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and restrictions imposed by any amendments, modifications, extensions restatements, renewals, increases, supplements, refundings, replacements or renewals thereof refinancings of the Contractual Obligations or Indebtedness referred to in clauses (including any i) through (ix) above, provided that, such extension amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or renewal arising as a result refinancings are, in the good faith judgment of an extensionBorrower, renewal or refinancing of any Indebtedness containing no more restrictive with respect to such restriction or condition) that do not materially expand the scope of any such restriction or condition encumbrance and other restrictions taken as a wholewhole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document, no Credit Party the Subordinated Note Documents or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness permitted by Section 6.01, so long as such refinancing, renewal or replacement does not expand the scope of such Contractual Obligation, none of the Loan Parties shall, nor shall it they permit any of its 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 Subsidiary of Borrower to pay dividends or other distributions or make cash loans or advances by any Subsidiary to any Loan Party, except: (a) pay dividends or make in any agreement evidencing (x) Indebtedness of a Subsidiary, other distributions on any of such Subsidiary’s Equity Interests owned than a Loan Party, permitted by Borrower or any other Subsidiary of BorrowerSection 6.01, (by) repay permitted by Section 6.01 that is secured by a Permitted Lien if such encumbrance or prepay any restriction applies only to the Person obligated under such Indebtedness owed by and its Subsidiaries or the property or assets intended to secure such Subsidiary Indebtedness and (z) Indebtedness permitted pursuant to Borrower or any other Subsidiary clauses (m), (p) (as it relates to Indebtedness in respect of Borrowerclauses (a), (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholem), (iiiq), (s), (n) and (v) of Section 6.01), (q), (s), (n) and (v) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivc) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (d) assumed in connection with an acquisition of property or the Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its Subsidiaries (vincluding the Capital Stock of such Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for the case Disposition of a Subsidiary permitted pursuant to Section 6.06 that restricts the payment of dividends or other distributions or the making of cash loans or advances by that Subsidiary pending the Disposition; (f) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by its Organizational Documents or any related customary provisions in partnership agreements, limited liability company organizational governance documents, joint ventureventure agreements and other similar agreements of non-Wholly-Owned Subsidiaries that restrict the transfer of ownership interests in such partnership, shareholders’ limited liability company, joint venture or similar agreement; provided that Person; (h) on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such restrictions Cash or other deposits exist; (i) set forth in documents which exist on the ClosingThird Amendment Effective Date and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified are listed on Schedule 6.5, and 6.08 hereto; and (j) restrictions of the types referred to in the first paragraph of this Section 6.08 imposed by any amendments, modifications, extensions restatements, renewals, increases, supplements, refundings, replacements or renewals thereof refinancings of the contracts, instruments or obligations referred to in clauses (including any a) through (i) above; provided that such extension amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or renewal arising as a result refinancings are, in the good faith judgment of an extensionthe Borrower Representative, renewal or refinancing of any Indebtedness containing no more restrictive with respect to such restriction or condition) that do not materially expand the scope of any such restriction or condition restrictions taken as a wholewhole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein, or the Interim Order, Final Order or the Confirmation Order, or as required by the Bankruptcy Code, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by (x) Section 6.1(k) that impose restrictions on the property so acquired, (y) Section 6.1(c) and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or conditionz) that do not materially expand the scope of any such restriction or condition taken as a wholeSection 6.1(l), (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, Agreement or (viiv) identified described on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shallthe Borrower will not, nor shall will it permit any of its Subsidiaries Subsidiary 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 Subsidiary of the Borrower to (ai) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Borrower or any other Subsidiary of the Borrower, ; (bii) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, ; (ciii) make loans or advances to the Borrower or any other Subsidiary of the Borrower, ; or (div) transfer, lease or license transfer any of its property or assets to the Borrower or any other Subsidiary of Borrower the Borrower, in each case, other than restrictions restrictions: (i) imposed by law or by any Credit Document, (iia) in agreements evidencing Indebtedness permitted by in accordance with Section 6.1(k6.1(a), (c), (d) (that impose restrictions on the property so acquired, constructed, leased or improved and any amendmentsimprovements, modificationsaccessions, extensions proceeds, dividends or renewals distributions in respect thereof and assets fixed or appurtenant thereto), (g), (h), (i), (k) (limited to such acquired Person or asset), (p), (r), (u) and (z); (b) in agreements evidencing Permitted Refinancing of Indebtedness permitted in accordance with Section 6.1(x) or other Indebtedness issued or incurred (including any such by means of the extension or renewal arising as of existing Indebtedness) to refinance, refund, extend, defease, discharge, renew or replace other Indebtedness; provided that any encumbrances, restrictions and conditions of a result of an extension, renewal or type described in this Section 6.5 under any such refinancing of any Indebtedness containing such restriction or condition) that do are not materially expand the scope of any such restriction or condition more restrictive, taken as a whole, than those contained in the documentation governing the Indebtedness being refinanced (iiias determined by the Borrower in good faith); (c) by reason of customary provisions restricting assignments, subletting subletting, or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivd) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (e) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Subsidiary; (vf) restrictions applicable to Non-Credit Parties or the assets of Non-Credit Parties (including Capital Stock held by non-Credit Parties) pursuant to Indebtedness permitted under Section 6.1 and pursuant to restrictions in agreements related to Investments and acquisitions permitted by Section 6.6; (g) restrictions on Persons or property at the time such Person or property is acquired; provided such restrictions were existing at the time of such acquisition and were not created in anticipation or contemplation thereof; (h) under licensing, sub-licensing, leasing or sub-leasing agreements entered into by the Borrower or any Subsidiary, in each case entered into in the case ordinary course of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5business, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope provisions restricting assignment of any such restriction agreement entered into by the Borrower or condition any Subsidiary in the ordinary course of business; (i) restrictions that exist on the Closing Date; (j) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.1 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder; (k) negative pledges that are permitted pursuant to Section 6.3; (l) customary provisions restricting assignment of any agreement of the type not covered by Section 6.5(h); and (m) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and restrictions that arise in connection with cash or other deposits permitted hereunder.

Restrictions on Subsidiary Distributions. Except as provided hereinThe Borrower shall not, no Credit Party shall, nor and shall it not permit any of its Subsidiaries other Group Member to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on that limits in any material respect the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Borrower or any other Subsidiary of BorrowerSubsidiary, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of BorrowerSubsidiary, (c) make loans or advances to the Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license transfer any of its property or assets to the Borrower or any other Subsidiary Subsidiary, in each case pursuant to any agreement that is material to the Parent and its Subsidiaries taken as a whole, and that adversely affects, directly or indirectly, the repayment of Borrower the Obligations, other than restrictions under (i) imposed by law or by any Credit Documentthis Agreement, (ii) in agreements evidencing Indebtedness secured by Liens permitted by Section 6.1(k6.1(xxvii) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason any applicable law, rule or regulation or the Organizational Documents of such Subsidiary, (iv) any order from or agreement with an Applicable Insurance Regulatory Authority or any other instrument or agreement as described on Schedule 6.4, (v) any order from or agreement with an Applicable Insurance Regulatory Authority arising after the Effective Date which could not reasonably be expected to result in a Material Adverse Effect, (vi) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, business and (ivvii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, customary restrictions and conditions imposed by its Organizational Documents or in any related joint venture, shareholders’ or similar agreement; provided that agreement relating to the sale of assets pending such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholesale.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license transfer any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(kSections 6.1(i), 6.1(n), and 6.1(r) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers and customary net worth provisions or similar financial maintenance provisions or other customary provisions, in each case, contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (viv) in restrictions binding on a Subsidiary at the case time such Subsidiary first becomes a Subsidiary of any Subsidiary that is not directly or indirectly wholly owned by the Borrower, restrictions so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of Borrower and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, and (v) restrictions in agreements governing Excluded Accounts and cash or other deposits made in the ordinary course of business and otherwise permitted under clauses (vig), (k), (q), (r), (t), (u) identified on Schedule 6.5, and any amendments, modifications, extensions (v) of Section 6.2 and limited to such cash or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeother deposits.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party Borrower shall, nor shall it permit any of its Restricted 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 Subsidiary of Borrower other Credit Party to (a) pay dividends or make any other distributions on any of such SubsidiaryCredit Party’s Equity Interests Capital Stock owned by Borrower or any other Subsidiary of Borrowera Credit Party, (b) repay or prepay any Indebtedness owed by such Subsidiary Credit Party to Borrower or any other Subsidiary of BorrowerCredit Party, (c) make loans or advances to Borrower or any other Subsidiary of BorrowerCredit Party, or (d) transfer, lease or license transfer any of its property or assets to Borrower or any other Subsidiary of Borrower Credit Party other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.01(j) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture asset or stock sale agreements, joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (iv) existing under the Credit Documents, (v) in agreements or instruments that prohibit the case payment of any Subsidiary that is not directly dividends or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and the making of other distributions with respect to any Equity Interests in such SubsidiaryCapital Stock of a Person other than on a pro rata basis, or (vi) identified on Schedule 6.5in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Initial Borrower or one of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), and so long as the encumbrance or restriction thereunder is not applicable to any amendmentsPerson, modifications, extensions or renewals thereof (including any such extension the properties or renewal arising as a result of an extension, renewal or refinancing assets of any Indebtedness containing such restriction Person, other than the Person or conditionproperty or assets of the Person so acquired, (vii) that do not materially expand the scope arising under applicable laws, rules, regulations or orders, (viii) in favor of any holder of a Lien permitted by Section 6.02 solely restricting the transfer of the property subject thereto, (ix) under the Preferred Stock Agreement Documents, (x) contained in any agreement relating to the sale of any property permitted under this Agreement pending the consummation of such restriction sale solely restricting the property subject thereto and (x) imposed by any agreement governing Indebtedness entered into on or condition after the Closing Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Borrower Representative, either (x) taken as a whole no more restrictive than the restrictions contained in this Agreement or (y) taken as a whole no more restrictive with respect to any Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as Borrower Representative shall have determined in good faith that such restrictions pursuant to this Section 6.06 will not affect its obligation or ability to make any payments required hereunder.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Loan Party shall, nor shall it permit any of 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 Subsidiary of Lead Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Lead Borrower or any other Subsidiary of Lead Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Lead Borrower or any other Subsidiary of Lead Borrower, (c) make loans or advances to Lead Borrower or any other Subsidiary of Lead Borrower, or (d) transfer, lease or license transfer any of its property or assets to Borrower or any other Subsidiary of Lead Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting subletting, or other transfers contained in leases, licenses, Joint Venture agreements joint venture agreements, and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer transfer, or option or right with respect to any property, assets assets, or Equity Interests Capital Stock not otherwise prohibited under this Agreement, and (viv) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions are imposed by law. No Loan Party shall, nor shall it permit its Organizational Documents Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Lead Borrower from being a Loan Party. Each reference in this Section 6.06 to a “Subsidiary” or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand “Subsidiaries” shall exclude the scope of any such restriction or condition taken as a wholeExcluded Entities.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shallBorrower shall not, nor shall it permit any of its Restricted 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 Subsidiary of Borrower other Credit Party to (a) pay dividends or make any other distributions on any of such SubsidiaryCredit Party’s Equity Interests Capital Stock owned by Borrower or any other Subsidiary of Borrowera Credit Party, (b) repay or prepay any Indebtedness owed by such Subsidiary Credit Party to Borrower or any other Subsidiary of BorrowerCredit Party, (c) make loans or advances to Borrower or any other Subsidiary of BorrowerCredit Party, or (d) transfer, lease or license transfer any of its property or assets to Borrower or any other Subsidiary of Borrower Credit Party other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.01(j) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture asset or stock sale agreements, joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (iv) existing under the Credit Documents, (v) in agreements or instruments that prohibit the case payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis, (vi) in any instrument governing Indebtedness or Capital Stock of a Person acquired by Borrower or one of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), so long as the encumbrance or restriction thereunder is not applicable to any Person, or the properties or assets of any Subsidiary that is not directly Person, other than the Person or indirectly wholly owned property or assets of the Person so acquired, (vii) arising under applicable laws, rules, regulations or orders, (viii) any holder of a Lien permitted by BorrowerSection 6.02 solely restricting the transfer of the property subject thereto, (ix) under the Senior Credit Documents permitted pursuant to the Credit Documents, (x) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under this Agreement pending the consummation of such sale solely restricting the property subject thereto and (xi) restrictions imposed by its Organizational Documents any agreement governing Indebtedness entered into on or any related joint ventureafter the Closing Date and permitted under Section 6.01 that are, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, in the good faith judgment of Borrower, either (x) taken as a whole no more restrictive than the restrictions contained in this Agreement or (y) taken as a whole no more restrictive with respect to Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as Borrower shall have determined in good faith that such restrictions pursuant to this Section 6.06 will not affect its obligation or ability to make any payments required hereunder.

Restrictions on Subsidiary Distributions. Except as provided hereinNeither the Borrower nor any Restricted Subsidiary will, no Credit Party shalldirectly or indirectly, nor shall it enter into, incur or permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction of any kind on condition upon the ability of any Restricted Subsidiary of Borrower to (a) to pay dividends or make any other distributions on any of such Subsidiary’s its Equity Interests owned by the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (b) to repay or prepay any Indebtedness owed owing by such Restricted Subsidiary to the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (c) to make loans or advances to the Borrower or any other Restricted Subsidiary of Borrower, or to Guarantee the Obligations or (d) to transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of Borrower other than restrictions Restricted Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions and conditions existing on the property so acquiredClosing Date identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) ), provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (iii) in the case of (A) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (B) in the case of restrictions and conditions referred to in clause (d) above, the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions imposed by reason the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (B), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (iv) in the case of restrictions and conditions referred to clause in (d) above, restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (v) restrictions and conditions imposed by any agreement or document governing Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (vi) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (vii) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (viii) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenseslicenses and other agreements restricting the assignment thereof or, Joint Venture agreements and similar in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (ix) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (vx) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents referred to in clause (d) above, customary restrictions in respect of Intellectual Property contained in licenses or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiarysublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (vixi) identified restrictions contained in any Permitted Term Indebtedness as in effect on Schedule 6.5, the Closing Date and any amendments, modifications, extensions or and renewals thereof (including any such extension or renewal arising as a result of an extensionthereof, renewal or refinancing of any Indebtedness containing such restriction or condition) provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (xii) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (xiii) restrictions constituting Permitted Liens and (xiv) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted pursuant to Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

Restrictions on Subsidiary Distributions. Except as provided hereinBorrower will not, no Credit Party shall, nor shall it and will not permit any of 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 of Borrower to (ai) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (bii) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (ciii) make loans or advances to Borrower or any other Subsidiary of Borrower, or (div) transfer, lease or license transfer any of its property or assets to Borrower or any other Subsidiary of Borrower Borrower, except in each case, encumbrances or restrictions (a) imposed by this Agreement and the other Loan Documents, (b) contained in an agreement with respect to a Permitted Disposition, (c) contained in any agreements governing any Permitted Liens securing Capitalized Lease Obligations or Permitted Purchase Money Indebtedness otherwise permitted hereby (in which case, any encumbrance or restriction shall only be effective against the assets financed thereby), (d) constituting customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (e) contained in any agreement of a Subsidiary that is not a Loan Party governing Permitted Indebtedness, (f) contained in any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than restrictions the Person or the properties or assets of the Person so acquired, or (g) contained in, or existing by reasons of, any agreement or instrument (i) imposed by law or by any Credit Documentexisting on the Closing Date, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on relating to property existing at the time of 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 was merged, amalgamated or consolidated with or into, or acquired by, a Borrower or a Subsidiary or became a Subsidiary and any amendmentsnot created in contemplation thereof, modifications(iv) effecting a renewal, extensions extension, refinancing, refund or renewals thereof replacement (including or successive extensions, renewals, refinancings, refunds or replacements) of Indebtedness issued under an agreement referred to in clauses (c), (e), (f) and (g)(i) through (g)(iii) above, so long as the encumbrances and restrictions contained in any such extension or renewal arising as a result of an renewal, extension, renewal refinancing, refund or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition replacement agreement, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in the original agreement, as determined in good faith by the Board of Directors of Borrower, (iiiv) by reason of constituting customary provisions restricting assignments, subletting or assignment of any leases of a Borrower or any Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder, (vi) constituting restrictions on the sale or other transfers contained in leasesdisposition of any property securing Indebtedness as a result of a Lien on such property permitted hereunder, licenses, Joint Venture agreements and similar agreements (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, (ivviii) constituting provisions contained in agreements or instruments relating to Indebtedness permitted hereunder that are prohibit the transfer of all or were created by virtue substantially all of the assets of the obligor under that agreement or instrument unless the transferee assumes the obligations of the obligor under such agreement or instrument, or (ix) constituting any transfer of, agreement to transfer encumbrance or option or right restriction with respect to any property under a lease or other agreement that has been entered into for the employment or use of such property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower Borrower, other than restrictions than: (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivii) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, Agreement that imposes restrictions on such Equity Interests or assets; (iii) restrictions or encumbrances that exist under or by reason of Requirement of Law; (iv) restrictions or encumbrances in effect on the Effective Date under Indebtedness existing on the Effective Date and set forth on Schedule 14.1 of the Disclosure Letter; (v) in the case of any Subsidiary that is not directly restrictions or indirectly wholly owned by Borrower, restrictions and conditions encumbrances imposed by its Organizational Documents any document, agreement or instrument governing or relating to any related joint venture, shareholders’ or similar agreement; provided that Permitted Lien if and to the extent such restrictions and conditions apply or encumbrances relate only to the property or assets subject to such Subsidiary and to any Equity Interests in such Subsidiary, or Permitted Lien; (vi) identified customary net worth provisions contained in real property leases; (vii) restrictions or encumbrances on Schedule 6.5cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (viii) restrictions or encumbrances in any agreement in effect at the time such Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (ix) any restrictions or encumbrances existing under the Loan Documents; (x) any restrictions or encumbrances existing under the AR Credit Lines; (xi) restrictions or encumbrances imposed by any document, agreement or instrument governing or relating to Indebtedness not prohibited under this Agreement or any other Loan Document to the extent each such restriction or encumbrance is not materially more restrictive than any restriction contained herein (as determined in good faith by Borrower); (xii) restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or consolidation) relating to any transaction not otherwise prohibited by this Agreement or any other Loan Document; or (xiii) any restrictions or encumbrances of the type referred to in clauses (a) through (d) above imposed by any amendments, modifications, extensions restatement, renewals, increases, supplements, refundings, replacements or renewals thereof refinancings of or similar arrangements to the contracts, instruments or obligations referred to in clauses (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or conditioni) that do not materially expand the scope of any such restriction or condition taken as a wholethrough (xii) above.

Restrictions on Subsidiary Distributions. Except as provided hereinNone of Holdings, no Credit Party shallthe Borrower or any other Restricted Subsidiary will, nor shall it directly or indirectly, enter into, incur or permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction of any kind on condition upon the ability of any Restricted Subsidiary of Borrower to (a) to pay dividends or make any other distributions on any of such Subsidiary’s its Equity Interests owned by Holdings, the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (b) to repay or prepay any Indebtedness owed owing by such Restricted Subsidiary to Holdings, the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (c) to make loans or advances to Holdings, the Borrower or any other Restricted Subsidiary of Borrower, or to Guarantee the Obligations or (d) to transfer, lease or license any of its property or assets to Holdings, the Borrower or any other Subsidiary of Borrower other than restrictions Restricted Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions and conditions existing on the property so acquiredClosing Date identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) ), provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (iii) in the case of (A) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (B) in the case of restrictions and conditions referred to in clause (d) above, the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by reason the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (B), in any agreement or instrument relating to Indebtedness of such Person, provided, in each case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (iv) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1(e), 6.1(s) or 6.1(w) or governing Liens permitted by Section 6.2(k), 6.2(n) or 6.2(u) or by clause (c), (d), (m), (t) or (u) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (v) restrictions and conditions imposed by any agreement or document governing Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (vi) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (vii) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (viii) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenseslicenses and other agreements restricting the assignment thereof or, Joint Venture agreements and similar in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (ix) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (vx) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, 1095171012\7\AMERICAS restrictions and conditions imposed by its Organizational Documents referred to in clause (d) above, customary restrictions in respect of Intellectual Property contained in licenses or any related joint venturesublicenses of, shareholders’ or similar agreement; provided that other grants of rights to use or exploit, such Intellectual Property, (xi) restrictions and conditions apply only to such Subsidiary contained in any Permitted Term Indebtedness Document as in effect on the Closing Date and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or and renewals thereof (including any such extension or renewal arising as a result of an extensionthereof, renewal or refinancing of any Indebtedness containing such restriction or condition) provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, and (xii) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted pursuant to Section 6.1(i), 6.1(j), 6.1(u) or 6.1(w) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Restricted 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 Restricted Subsidiary of Borrower a Credit Party to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by Borrower a Credit Party or any other Restricted Subsidiary of Borrowera Credit Party, (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower a Credit Party or any other Restricted Subsidiary of Borrowera Credit Party, (c) make loans or advances to Borrower a Credit Party or any other Restricted Subsidiary of Borrowera Credit Party, or (d) transfer, lease or license any of its property or assets to Borrower a Credit Party or any other Restricted Subsidiary of Borrower a Credit Party, other than restrictions (i) imposed by law or by any Credit DocumentLoan Documents, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(i) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of iii) contained in the documentation governing any Indebtedness containing incurred pursuant to 6.1(a) or other indebtedness permitted to be incurred under this Agreement to the extent such restriction or condition) that do does not materially expand adversely affect the scope ability of any such restriction or condition taken as a wholeParent and its Restricted Subsidiaries to comply with their obligations under this Agreement, (iiiiv) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (ivv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified described on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or conditionvii) that do not materially expand are or were created in connection with the scope of any such restriction ABL Loan Documents or condition taken the Senior Unsecured Note Documents or (viii) with respect to the HSBC Asian Production Facility as a wholein effect on the date hereof.

Restrictions on Subsidiary Distributions. Except as provided hereinherein and in the other Loan Documents, no Credit Loan Party shall, nor shall it permit any of 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 Subsidiary of the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower or any other Subsidiary of the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (d) transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of the Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) restrictions in agreements evidencing Indebtedness permitted by Section 6.1(k8.01(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or conditionii) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (iv) restrictions described on Schedule 8.05, (v) restrictions pursuant to applicable Requirements of Law; (vi) restrictions on deposits imposed by suppliers or landlords under contracts entered into in the case ordinary course of business; (vii) any instrument or agreement assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Subsidiary that is Person, other than the Person or the properties or assets of the Person so acquired, so long as such agreement or instrument was not directly entered into in connection with or indirectly wholly owned by Borrower, in contemplation of such Permitted Acquisition or (viii) any encumbrances or restrictions and conditions imposed by its Organizational any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or any related joint venture, shareholders’ or similar agreementobligations referred to in clause (vii) above; provided that such restrictions and conditions apply only amendments or refinancings are not materially more restrictive with respect to such Subsidiary encumbrances and restrictions than those prior to any Equity Interests in such Subsidiary, amendment or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholerefinancing.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document, no Credit Party shallthe Borrowers and the Subsidiary Guarantors shall not, nor shall it they permit any of its 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 Subsidiary of Borrower to the Borrowers to: (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by either Borrower or any other Subsidiary of Borrower, Subsidiary; (b) repay or prepay any Indebtedness owed by such Subsidiary to either Borrower or any other Subsidiary of Borrower, Subsidiary; (c) make loans or advances to either Borrower or any other Subsidiary of Borrower, or the Borrower Agent; or (d) transfer, lease or license transfer any of its property or assets to either Borrower or any other Subsidiary of Borrower other than restrictions restrictions: (i) imposed in any agreement evidencing (x) Indebtedness of a Subsidiary other than a Loan Party permitted by law or by any Credit DocumentSection 6.01, (iiy) in agreements evidencing Indebtedness permitted by Section 6.1(k) 6.01 that impose is secured by a Permitted Lien if such encumbrances or restrictions on apply only to the Person obligated under such Indebtedness and its Subsidiaries or the property so acquired, or assets intended to secure such Indebtedness and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result z) Indebtedness permitted pursuant to clause (u) of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, Section 6.01; (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (iviii) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (iv) assumed in connection with an acquisition of property or new Subsidiaries, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (v) in any agreement for the case sale or other disposition of any a Subsidiary permitted under this Agreement that is not directly restricts distributions by that Subsidiary pending the sale or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or other disposition; (vi) identified in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (vii) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (viii) on Cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (ix) set forth in documents which exist on the Closing Date and are listed on Schedule 6.5, and 6.06 hereto; and (x) of the types referred to in clauses (a) through (d) above imposed by any amendments, modifications, extensions restatements, renewals, increases, supplements, refundings, replacements or renewals thereof refinancings of the contracts, instruments or obligations referred to in clauses (including any i) through (ix) above; provided that such extension amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or renewal arising as a result refinancings are, in the good faith judgment of an extensionthe Borrower Agent, renewal or refinancing of any Indebtedness containing no more restrictive with respect to such restriction or condition) that do not materially expand the scope of any such restriction or condition restrictions taken as a wholewhole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or, if the Chapter 11 Cases have commenced, the Interim Approval Order, the Final Approval Order or the Confirmation Order, or as required by the Bankruptcy Code, no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on on, or enter into any Contractual Obligation that limits, the ability of any Subsidiary of the Borrower to (ai) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower or any other Subsidiary of the Borrower, (bii) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, (ciii) make loans or advances to the Borrower or any other Subsidiary of the Borrower or Guarantee the Obligations of the Borrower, or (div) transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of Borrower the Borrower, other than restrictions (i) imposed by law or by any Credit Document, (ii1) in agreements evidencing capital leases permitted by Section 7.03(j) or Indebtedness permitted by Section 6.1(k7.03(j) or (q) that impose restrictions on the Person or property so acquired, (2) in the Loan Documents or the Replacement Term Loan Facility (and any amendmentsits related credit documents), modifications(3) contained in financing documentation governing Indebtedness incurred by a Foreign Subsidiary pursuant to Section 7.03(r), extensions so long as they operate only upon the occurrence and during the continuation of an event of default under the documentation governing such foreign financing and only bind such Foreign Subsidiary; (4) restrictions existing under or renewals thereof by reason of (A) applicable law (including any such extension or renewal arising as a result of an extensionrules, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeregulations and agreements with regulatory authorities), (iiiB) any agreement in effect at the time a Person first became a Subsidiary of such Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of such Loan Party and such restrictions are limited to such Subsidiary and its Subsidiaries, or (C) provisions with respect to distributions of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements not otherwise prohibited hereunder; provided that such encumbrances or restrictions apply only to the assets or property subject to such joint venture, asset sale, stock sale or similar agreement or to the assets or property being sold, as the case may be, (5) encumbrances or restrictions existing under or by reason of Liens permitted under Section 7.01 securing Indebtedness otherwise permitted to be incurred under Section 7.03 that limit the right of the debtor to dispose of the assets that are subject to such Liens, (6) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iv7) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, Agreement or (vi) identified 8) described on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole7.09(a).

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in documentation relating to Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, Incremental Equivalent Debt or any Permitted Refinancing thereof, no Credit Party shall, nor shall it permit any of its Restricted 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 Restricted Subsidiary of Borrower to to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by Borrower or any other Restricted Subsidiary of Borrower, , (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower or any other Restricted Subsidiary of Borrower, , (c) make loans or advances to Borrower or any other Restricted Subsidiary of Borrower, or Borrower or (d) transfer, lease or license any of its property or assets to Borrower or any other Restricted Subsidiary of Borrower Borrower, other than restrictions (in the case of each of the foregoing clauses (a) through (d)): (i) imposed by any restrictions existing under the Credit Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date, (iii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any Credit Documentportion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to Borrower or any other Restricted Subsidiary (other than such Restricted Subsidiary’s Restricted Subsidiaries) or the properties or assets of Borrower or any other Restricted Subsidiary (other than such Restricted Subsidiary’s Restricted Subsidiaries), (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii), of this covenant or this clause (iv) or contained in agreements evidencing Indebtedness permitted by Section 6.1(kany amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that impose the encumbrances and restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including contained in any such extension refinancing agreement or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do amendment are not materially expand the scope of any such restriction or condition less favorable taken as a whole, as determined by Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (iiiv) with respect to clause (d), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of the Equity Interests or assets of such Restricted Subsidiary, (vii) with respect to clause (d), restrictions on the transfers of assets encumbered by reason a Lien permitted by Section 6.02, (viii) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 6.01 if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) Borrower in good faith determines that such encumbrance or restriction will not cause Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by Borrower), (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Equity Interests of any Person other than a wholly owned Subsidiary that is acquired after the Closing Date, (x) customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted by Section 6.08 pending the consummation of such disposition, (xi) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and other similar agreements applicable to Joint Ventures, (xii) customary restrictions benefiting any holder of a Lien permitted by Section 6.02(n) restricting the transfer of the property subject thereto, (xiii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any credit facility extended to any Foreign Subsidiary, (xiv) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in such partnership, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ limited liability company or similar agreement; provided that such person, (xv) any other restrictions and or conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) existing on the Closing Date identified on Schedule 6.5, and 6.05 (but not to any amendments, modifications, extensions amendment or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand modification expanding the scope or duration of any such restriction or condition taken as a wholecondition), (xvi) any agreements governing any purchase money Liens or Capital Lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and proceeds thereof), (xvii) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business, and (xviii) any customary restrictions in licenses or sublicenses by Borrower and the Restricted Subsidiaries of intellectual property in the ordinary course of business (in which case such restriction shall relate only to such intellectual property).

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document, any document with respect to any “Incremental Equivalent Debt” or, in each case, in any agreements with respect to refinancings, renewals or replacements of such Indebtedness permitted by Section 7.01(o), no Credit Party Borrower shall, nor shall it permit any of its Subsidiaries or any other Loan Parties to, create enter into or otherwise cause or suffer to exist any agreement restricting the payment of dividends or become effective any consensual encumbrance other distributions or restriction the making of any kind on the ability of Cash loans or advances by any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Loan Party that is a Subsidiary of any Borrower, except: (ba) repay or prepay in any agreement evidencing (x) Indebtedness owed of a Subsidiary that is not a Loan Party permitted by such Subsidiary to Borrower or any other Subsidiary of BorrowerSection 7.01, (cy) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) 7.01 that impose restrictions on is secured by a Permitted Lien if such encumbrance or restriction applies only to the Person obligated under such Indebtedness and its Subsidiaries or the property so acquired, or assets intended to secure such Indebtedness and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any z) Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholepermitted pursuant to clauses (l), (iiio) (as it relates to Indebtedness in respect of clauses (a), (p), (s), (u) and (x) of Section 7.01), (p), (s), (u) and (x) of Section 7.01); (b) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivc) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (d) assumed in connection with an acquisition of property or the Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its Subsidiaries (vincluding the Capital Stock of such Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for the case Disposition of a Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of loans or advances by that Subsidiary pending such Disposition; (f) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; NY\6497185.2 (h) on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist; (i) set forth in documents which exist on the Closing Date; (j) customary net worth or similar provisions contained in leases, contracts or other documents entered into by the Borrowers or any Subsidiary so long as the Borrowers or such Subsidiary has determined in good faith that such net worth or similar provisions could not reasonably be expected to impair the ability of the Borrowers or such Subsidiary to meet its ongoing obligations; (A) those arising under or as a result of applicable law, rule, regulation or order or the terms of any Subsidiary that is not directly license, authorization, concession or indirectly wholly owned by Borrower, permit and (B) those arising in any Hedge Agreement or any agreement relating to any Cash Management Obligation or obligations of the type set forth in Section 7.01(e); and (l) restrictions and conditions of the types referred to in the first paragraph of this Section 7.05 above imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions restatements, renewals, increases, supplements, refundings, replacements or renewals thereof refinancings of the contracts, instruments or obligations referred to in clauses (including any a) through (k) above; provided that such extension amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or renewal arising as a result refinancings are, in the good faith judgment of an extensionthe Borrower Representative, renewal or refinancing of any Indebtedness containing no more restrictive with respect to such restriction or condition) that do not materially expand the scope of any such restriction or condition restrictions taken as a wholewhole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit No Loan Party shall, nor shall it permit any of 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 Subsidiary of Borrower the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower the Company or any other Subsidiary of Borrowerthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower the Company or any other Subsidiary of Borrowerthe Company, (c) make loans or advances to Borrower the Company or any other Subsidiary of Borrower, the Company or (d) transfer, lease or license any of its property or assets to Borrower the Company or any other Subsidiary of Borrower the Company other than restrictions (i) imposed by law with respect to specific property subject to a Lien permitted hereunder to secure payment of Indebtedness permitted hereunder or by any Credit Documentto be sold pursuant to an executed agreement with respect to an Asset Sale or other Disposition permitted hereunder; provided that such restrictions are limited to the property so encumbered or subject to such Asset Sale or Disposition, (ii) customary restrictions contained in any Permitted License, leases or similar agreements evidencing Indebtedness permitted by Section 6.1(k) hereunder; provided that impose such restrictions on are limited to the property so acquiredor assets subject to such Permitted License, and any amendments, modifications, extensions lease or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholesimilar agreement, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained provision in leases, licenses, Joint Venture joint venture agreements and similar agreements applicable to joint ventures permitted hereunder; provided that such restrictions are applicable solely to such joint venture entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) customary provision set forth in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreementCo-Development Agreements; provided that such restrictions and conditions apply only are applicable solely to the property subject to such Subsidiary and Co-Development Agreements, (v) with respect to any Equity Interests in such SubsidiaryDiscontinued Real Property, or (vi) restrictions identified on Schedule 6.57.05, (vii) restrictions set forth in Indebtedness permitted under Section 7.01(f) that imposes restrictions on the property so acquired in connection with the Permitted Acquisition (and/or any other acquisition) referred to in Section 7.01(f), Section 7.01(g) (to the extent not more restrictive that the restrictions contained in this Agreement), 7.01(k) (to the extent not more restrictive that the restrictions contained in this Agreement), Section 7.01(m)(ii) (solely with respect to the entity incurring such Indebtedness), Section 7.01(n) (solely with respect to the assets financed thereby in the case of Section 7.01(n)(i)), Section 7.01(q) and, Section 7.01(x) (to the extent not more restrictive that the restrictions contained in this Agreement) and Section 7.01(z) (to the extent not more restrictive in any amendmentsmaterial respect than the restrictions contained in this Agreement), modifications(viii) restrictions under any Refinancing Indebtedness or Permitted Incremental Equivalent Debt, extensions (ix) restrictions contained in (A) this Agreement and the indentures relating to the Convertible Notes and the Senior Notes and (B) any indentures, note purchase agreements or renewals thereof other similar agreements evidencing the Indebtedness permitted in accordance with Section 7.01(k) hereof, (including x) restrictions on cash or other deposits or customary net worth provisions imposed by customers under contracts entered into in the ordinary course of business, (xi) pursuant to any such extension or renewal arising as a result of an extensionamendment, renewal modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any Indebtedness containing such restriction or conditionan agreement referred to in clauses (i) through (x) above; provided, however, that do not materially expand the scope of any such restriction amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or condition refinancing is no more materially restrictive with respect to such encumbrances and other restrictions taken as a wholewhole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing as determined in good faith by the Company.

Restrictions on Subsidiary Distributions. Except as provided otherwise permitted herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Borrower or any other Subsidiary of the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (d) transfer, lease or license transfer any of its property or assets to the Borrower or any other Subsidiary of the Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(b) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, or (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole.

Restrictions on Subsidiary Distributions. Except as provided hereinNeither the Borrower nor any Subsidiary will, no Credit Party shalldirectly or indirectly, nor shall it enter into, incur or permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction of any kind on condition upon the ability of any Subsidiary of Borrower to (a) to pay dividends or make any other distributions on any of such Subsidiary’s its Equity Interests owned by the Borrower or any other Subsidiary of BorrowerSubsidiary, (b) to repay or prepay any Indebtedness owed owing by such Subsidiary to the Borrower or any other Subsidiary of BorrowerSubsidiary, (c) to make loans or advances to the Borrower or any other Subsidiary of Borrower, or to Guarantee the Obligations or (d) to transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of Borrower other than restrictions Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed 132 by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions and conditions existing on the property so acquiredClosing Date identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) ), provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of (A) any Subsidiary that is not directly a wholly-owned Subsidiary or indirectly wholly owned by Borrower, (B) in the case of restrictions and conditions referred to in clause (d) above, the Equity Interests in any Person that is not a Subsidiary, restrictions imposed by its the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement; agreement or, in the case of clause (B), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such SubsidiarySubsidiary or to the Equity Interests in such other Person, or as applicable, (iv) [reserved], (v) [reserved], (vi) identified [reserved], (vii) [reserved], (vii) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on Schedule 6.5the assets leased or licensed thereunder, (ix) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (x) in the case of restrictions and conditions referred to in clause (d) above, customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (xi) [reserved], (xii) [reserved], and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or conditionxiii) that do not materially expand the scope of any such restriction or condition taken as a whole.restrictions constituting Permitted Liens..

Restrictions on Subsidiary Distributions. Except as provided herein(a) Borrower will not, no Credit Party shall, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary 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 Restricted Subsidiary of Borrower to to: (a1) pay dividends dividends, in cash or otherwise, or make any other distributions on any or in respect of such Subsidiary’s its Equity Interests owned by Borrower or any other Subsidiary of Borrowerinterest or participation in, or measured by, its profits; (b2) repay or prepay pay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, Restricted Subsidiary; (c3) make loans or advances to Borrower or any other Subsidiary of Borrower, or Restricted Subsidiary; or (d4) transfer, lease or license transfer any of its property properties or assets to Borrower or any other Subsidiary Restricted Subsidiary. (b) The provisions described in Section 6.4(a) hereof will not apply to: (1) encumbrances and restrictions existing under or by reason of Borrower other this Agreement, each Guaranty and any Non-Recourse Project Indebtedness outstanding as of the Closing Date (as in effect as of the Closing Date, without giving effect to any amendment or modification in respect thereof); (2) encumbrances and restrictions imposed by provisions in agreements relating to Non-Recourse Project Indebtedness that is permitted by this Agreement to be incurred after the Closing Date; provided that the encumbrances and restrictions contained in any such agreements are not materially less favorable to the Lenders taken as a whole than the encumbrances and restrictions in agreements relating to Non-Recourse Project Indebtedness existing on the Closing Date; (3) reserved; (4) any agreement or instrument in effect on the Closing Date and specified on Schedule 6.4; (5) with respect to restrictions or encumbrances referred to in clause (a)(3) above, encumbrances and restrictions: (i) imposed by law that restrict in a customary manner the subletting, assignment or by transfer of any Credit Documentproperties or assets that are subject to a lease, license, conveyance or other similar agreement to which Borrower or any Restricted Subsidiary is a party; and (ii) contained in agreements evidencing Indebtedness operating leases for real property and restricting only the transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (6) encumbrances or restrictions contained in any agreement or other instrument of (i) a Person acquired by the Borrower or any Restricted Subsidiary in effect at the time of such acquisition or (ii) an Unrestricted Subsidiary, at the time it is designated or deemed to become a Restricted Subsidiary, in each case, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the acquired or redesignated Person, or the property or assets of the acquired or redesignated Person, and was not put in place in contemplation of such event; (7) encumbrances or restrictions contained in contracts for sales of Equity Interests or assets permitted by Section 6.1(k6.5 with respect to the assets or Equity Interests to be sold pursuant to such contract or in customary merger or acquisition agreements (or any option to enter into such contract) that impose for the purchase or acquisition of Equity Interests or assets or any of Borrower’s Subsidiaries by another Person; (8) encumbrances or restrictions existing under or by reason of applicable law, regulation or similar restriction or by governmental licenses, concessions, franchises or permits; (9) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the property so acquired, ordinary course of business; (10) customary provisions in joint venture agreements and any amendments, modifications, extensions other similar agreements or renewals thereof arrangements (including limited liability company, limited partnership and similar agreements) relating to such joint venture entered into in the ordinary course of business; (11) in the case of clause (a)(3) above, customary encumbrances or restrictions in connection with purchase money obligations, mortgage financings and Capitalized Lease Obligations; (12) any such extension encumbrance or renewal restriction arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary non-assignment provisions; (13) customary restrictions on fiduciary cash held by Borrower’s Restricted Subsidiaries; (14) customary provisions restricting assignments, subletting or other transfers contained in leases, sub-leases, licenses, Joint Venture sub-licenses or similar agreements, including with respect to intellectual property and other agreements; (15) customary restrictions on the transfer of non-cash assets contained in power purchase agreements and similar agreements; (16) restrictions on Non-Recourse Subsidiaries (other than any Non-Recourse Subsidiary Pledgee) in documentation evidencing Project Obligations; (17) customary provisions in Hedge Agreements; (18) customary provisions contained in agreements entered into in the ordinary course of businessbusiness or encumbrances or restrictions existing under or by reason of any Lien permitted to be incurred pursuant to Section 6.2; (19) encumbrances or restrictions contained in the charter, partnership agreement or limited liability company agreement or other governing documents of a Restricted Subsidiary relating to tax equity or similar financings; (20) any encumbrance or restriction pursuant to an agreement or instrument effecting a refunding, renewal, replacement or refinancing of Indebtedness incurred pursuant to, or that otherwise extends, renews, refunds, increases, supplements, modifies, refinances or replaces, an agreement, contract, obligation or instrument referred to in clauses (1), (iv2), (4), (6) or (7) of this Section 6.4(b) or contained in any amendment, supplement or other modification to an agreement referred to in clauses (1), (2), (4), (6) or (7) of this Section 6.4(b); provided, however, that are or were created by virtue of any transfer of, agreement to transfer or option or right the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any property, assets such agreement or Equity Interests instrument are not otherwise prohibited under this Agreementmaterially less favorable to the Lenders taken as a whole than the encumbrances and restrictions contained in such agreements and instruments referred to in clauses (1), (v2), (4), (6) or (7) of this Section 6.4(b) (as determined in good faith by Borrower); or (21) any encumbrance or restriction under any of the case Credit Documents. For purposes of determining compliance with this Section 6.4, (1) the priority of any Subsidiary that is not directly Preferred Equity or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Disqualified Equity Interests in such Subsidiary, receiving dividends or distributions prior to dividends or distributions being paid on common stock will not be deemed a restriction on the ability to make distributions on Equity Interests and (vi2) identified on Schedule 6.5, and any amendments, modifications, extensions the subordination of loans or renewals thereof (including advances made to Borrower or a Restricted Subsidiary to other Indebtedness incurred by Borrower or any such extension Restricted Subsidiary will not be deemed a restriction on the ability to make loans or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeadvances.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or any document, no Credit Party instrument or agreement entered into in connection with a replacement or refinancing of any of the foregoing permitted hereunder, neither Company nor any Guarantor Subsidiary shall, nor shall it permit any of its Restricted 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 Restricted Subsidiary of Borrower Company to (ai) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower Company or any other Restricted Subsidiary of BorrowerCompany, (bii) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Restricted Subsidiary of BorrowerCompany, (ciii) make loans or advances to Borrower Company or any other Restricted Subsidiary of BorrowerCompany, or (div) transfer, lease or license transfer any of its property or assets to Borrower Company or any other Restricted Subsidiary of Borrower Company other than restrictions that are of the type set forth in clauses (i) imposed by law or by any Credit Document, through (iiiv) above (a) in the Amendment and Restatement Effective Date Senior Notes Documents and in agreements evidencing Indebtedness (A) solely with respect to Indebtedness incurred by Company, permitted by Sections 6.1(w) through 6.1(aa) to the extent such restrictions are usual or customary in agreements evidencing Indebtedness of such type or (B) permitted by Section 6.1(k6.1(g), 6.1(h), 6.1(i), 6.1(n) or 6.1(o) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof , (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiib) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements, (c) by reason of provisions in the principal lease, service or operating agreements, partnership agreements and financing agreements pertaining to Projects, so long as such lease, service or operating agreements, partnership agreements and financing agreements are extensions, renewals or replacements of such agreements are in effect as of the Amendment and Restatement Effective Date, are otherwise permitted to be entered into hereunder and, in each case of any extensions, renewals or replacements, contain no more restrictive provisions relating to the ordinary course ability of businessthe relevant Subsidiary to take the actions described in clauses (a) through (d) than the agreement so extended, renewed or replaced, (ivd) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, , (ve) contained in the case of any Subsidiary that is not directly agreements relating to an asset sale permitted hereunder (or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; to which Requisite Lenders have consented) (provided that such restrictions only apply to the assets that are the subject of such a sale), (f) contained in agreements relating to the sale or disposition of all of the equity interests of a Subsidiary permitted hereunder (or to which the Requisite Lenders have consented) (provided that such restrictions only apply to the Subsidiary being sold or disposed of and conditions apply only its Subsidiaries), (g) that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, or (h) by reason of provisions in any instrument, document or agreement to which any Person acquired by Company or a Restricted Subsidiary in a Permitted Acquisition is a party, provided that such Subsidiary restrictions (A) were not created in contemplation of such acquisition and (B) are not applicable to any Equity Interests in Person, property or assets other than the Person (and such Subsidiary, or (viPerson’s Subsidiaries) identified on Schedule 6.5, so acquired and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholetheir respective properties and assets.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or to the extent required by the terms of Indebtedness incurred by an Unrestricted Subsidiary, no Credit Loan Party shall, nor shall it permit any of 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 Subsidiary of Borrower a Loan Party to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower a Loan Party or any other Subsidiary of Borrowera Loan Party, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower a Loan Party or any other Subsidiary of Borrowera Loan Party, (c) make loans or advances to Borrower a Loan Party or any other Subsidiary of Borrowera Loan Party, (d) make any distribution prohibited by this Agreement, or (de) transfer, lease or license transfer any of its property or assets to Borrower a Loan Party or any other Subsidiary of Borrower a Loan Party other than than, in each case, restrictions (i) imposed by law or by any Credit Document, (ii) in the Loan Documents and in agreements evidencing purchase money Indebtedness or Capital Leases permitted by Section 6.1(kclause (g) of the definition of “Permitted Indebtedness” that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, and (viv) in the case restrictions imposed by applicable Law. No Loan Party shall, nor shall it permit its Included Subsidiaries to, enter into any Contractual Obligations which would prohibit an Included Subsidiary of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as Loan Party from being a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeLoan Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Restricted 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 Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s 's Equity Interests owned by Borrower or any other Subsidiary of BorrowerBorrower that is a direct or indirect parent company of such Restricted Subsidiary, (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower or any other Subsidiary of BorrowerBorrower that is a direct or indirect parent company of such Restricted Subsidiary, (c) make loans or advances to Borrower or any other Subsidiary of BorrowerBorrower that is a direct or indirect parent company of such Restricted Subsidiary, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower that is a direct or indirect parent company of such Restricted Subsidiary, other than restrictions (in the case of each of the foregoing clauses (a) through (d)) restrictions: (i) imposed by law or by any restrictions existing under the Credit DocumentDocuments, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions effect at or entered into on the property so acquiredClosing Date, (iii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to Borrower or any amendmentsother Restricted Subsidiary or the properties or assets of Borrower or any other Restricted Subsidiary, modifications(iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), extensions (ii) or renewals thereof (including iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such extension refinancing agreement or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do amendment are not materially expand the scope of any such restriction or condition less favorable taken as a whole, as determined by Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (iiiv) with respect to clause (d), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property, asset or contractual rights thereto and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of the Equity Interests or all or any portion of the assets of such Restricted Subsidiary, (vii) restrictions in the transfers of assets encumbered by reason a Lien permitted by Section 6.02, (viii) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 6.01 if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) Borrower in good faith determines that such encumbrance or restriction will not cause Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by Borrower), (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Equity Interests of any Person other than a wholly owned Subsidiary that is acquired after the Closing Date, (x) customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted by Section 6.08 pending the consummation of such disposition, (xi) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and other similar agreements applicable to Joint Ventures, (xii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any credit facility extended to any Foreign Subsidiary, (xiii) customary provisions in partnership agreements, limited liability company organizational governance documents and other similar agreements entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in such partnership, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ limited liability company or similar agreement; provided person and (xiv) customary net worth provisions or similar financial maintenance provisions contained in real property leases entered into by a Restricted Subsidiary, so long as Borrower has determined in good faith that such restrictions net worth provisions could not reasonably be expected to impair the ability of Borrower and conditions apply only its Restricted Subsidiaries to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand meet their ongoing obligations under the scope of any such restriction or condition taken as a wholeCredit Documents.

Restrictions on Subsidiary Distributions. Except as provided hereinNeither the Borrower nor any Restricted Subsidiary will, no Credit Party shalldirectly or indirectly, nor shall it enter into, incur or permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction of any kind on condition upon the ability of any Restricted Subsidiary of Borrower to (a) to pay dividends or make any other distributions on any of such Subsidiary’s its Equity Interests owned by the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (b) to repay or prepay any Indebtedness owed owing by such Restricted Subsidiary to the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (c) to make loans or advances to the Borrower or any other Restricted Subsidiary of Borrower, or to Guarantee the Obligations or (d) to transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of Borrower other than restrictions Restricted Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions and conditions existing on the property so acquiredClosing Date identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) ), provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (iii) in the case of (A) any Restricted Subsidiary that is not a DMFIRM #406105327 v12 189 wholly-owned Restricted Subsidiary or (B) in the case of restrictions and conditions referred to in clause (d) above, the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions imposed by reason the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (B), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (iv) in the case of restrictions and conditions referred to clause in (d) above, restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (v) restrictions and conditions imposed by any agreement or document governing Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (vi) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (vii) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (viii) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenseslicenses and other agreements restricting the assignment thereof or, Joint Venture agreements and similar in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (ix) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (vx) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents referred to in clause (d) above, customary restrictions in respect of Intellectual Property contained in licenses or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiarysublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (vixi) identified restrictions contained in any Permitted Term Indebtedness as in effect on Schedule 6.5, the Closing Date and any amendments, modifications, extensions or and renewals thereof (including any such extension or renewal arising as a result of an extensionthereof, renewal or refinancing of any Indebtedness containing such restriction or condition) provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a whole.result thereof, (xii) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a DMFIRM #406105327 v12 190

Restrictions on Subsidiary Distributions. Except as provided herein, in the Existing Credit Agreement, in the Opco Secured Credit Agreement and the Opco Unsecured Credit Agreement, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower Company or AcquisitionCo to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower Company, AcquisitionCo or any other Subsidiary of BorrowerCompany or AcquisitionCo, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company, AcquisitionCo or any other Subsidiary of BorrowerCompany or AcquisitionCo, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer, lease or license transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Company other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (ivii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (viii) in the case of any Subsidiary that is not directly customary restrictions or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational (x) law or (y) any of the Credit Documents, Credit Documents (as defined in the Opco Secured Credit Agreement), Credit Documents (as defined in the Existing Credit Agreement) or the Swap Agreement Documents, or restrictions or conditions imposed by the Partnership Agreement, (iv) any Permitted Lien or any related joint venture, shareholders’ document or similar agreementinstrument governing any Permitted Lien; provided that any such restrictions and conditions apply restriction contained therein relates only to the asset or assets subject to such Subsidiary Permitted Lien; (v) customary restrictions on net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (iii), and (iv) above and any amendments, restatements, modifications, extensions renewals, supplements, refundings, replacements or renewals thereof refinancings of the contracts, instruments or obligations referred to in clauses (including i) through (vi) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such extension Indebtedness, amendments, restatements, modifications, renewals, supplements, refundings, replacements or renewal arising refinancings are no less favorable to Company in any material respect as a result determined by the board of an extensiondirectors of Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements prior to such amendment, renewal restatement, modification, renewal, supplement, refunding, replacement or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholerefinancing.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in documentation relating to the Permitted Pari Passu Secured Refinancing Debt, Permitted Junior Secured Refinancing Debt, Permitted Unsecured Refinancing Debt, Incremental Equivalent Debt or any Permitted Refinancing thereof, no Credit Party shall, nor shall it permit any of its Restricted 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 Restricted Subsidiary of either Borrower to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by a Borrower or any other Subsidiary of Borrowera Borrower that is a direct or indirect parent company of such Restricted Subsidiary, (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to a Borrower or any other Subsidiary of Borrowera Borrower that is a direct or indirect parent company of such Restricted Subsidiary, (c) make loans or advances to a Borrower or any other Subsidiary of Borrowera Borrower that is a direct or indirect parent company of such Restricted Subsidiary, or (d) transfer, lease or license any of its property or assets to a Borrower or any other Subsidiary of a Borrower that is a direct or indirect parent company of such Restricted Subsidiary, other than restrictions (in the case of each of the foregoing clauses (a) through (d)) restrictions: (i) imposed by law or by any restrictions existing under the Credit DocumentDocuments, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions effect at or entered into on the property so acquiredClosing Date, (iii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to a Borrower or any amendmentsother Restricted Subsidiary or the properties or assets of a Borrower or any other Restricted Subsidiary, modifications(iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), extensions (ii) or renewals thereof (including iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such extension refinancing agreement or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do amendment are not materially expand the scope of any such restriction or condition less favorable taken as a whole, as determined by Borrowers in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (iiiv) with respect to clause (d), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property, asset or contractual rights thereto and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of the Equity Interests or all or any portion of the assets of such Restricted Subsidiary, (vii) restrictions in the transfers of assets encumbered by reason a Lien permitted by Section 6.02, (viii) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 6.01 if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) a Borrower in good faith determines that such encumbrance or restriction will not cause such Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by a Borrower), (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Equity Interests of any Person other than a wholly-owned Subsidiary that is acquired after the Closing Date, (x) customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted by Section 6.08 pending the consummation of such disposition, (xi) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and other similar agreements applicable to Joint Ventures, (xii) any encumbrances or restrictions applicable solely to a Restricted Subsidiary that is not a Credit Party and contained in any credit facility extended to any Restricted Subsidiary that is not a Credit Party, (xiii) customary provisions in partnership agreements, limited liability company organizational governance documents and other similar agreements entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in such partnership, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ limited liability company or similar agreement; provided person and (xiv) customary net worth provisions or similar financial maintenance provisions contained in real property leases entered into by a Restricted Subsidiary, so long as Borrowers have determined in good faith that such restrictions net worth provisions could not reasonably be expected to impair the ability of Borrowers and conditions apply only their Restricted Subsidiaries to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand meet their ongoing obligations under the scope of any such restriction or condition taken as a wholeCredit Documents.

Restrictions on Subsidiary Distributions. Except as provided herein, no No Borrower Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(i) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited permitted under this Agreement, (iv) described on Schedule 6.5, (v) arising under applicable law, (vi) in this Agreement and the case of other Credit Documents or (vii) restricting distributions from any Subsidiary that is not directly or indirectly wholly owned of Borrower to the extent imposed in connection with a refinancing of Indebtedness of such Subsidiary as otherwise permitted by Borrowerthis Agreement, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests shall be no more restrictive than the then-current market standard restrictions on distributions by similar entities engaged in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result similar types of an extension, renewal business imposed in connection with financing or refinancing Indebtedness incurred for similar purposes and on substantially similar terms. Sponsor shall not create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholekind prohibiting it from making make payments under its Guaranty.

Restrictions on Subsidiary Distributions. Except as provided herein, no No Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower Company or any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer, lease or license transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Company, in each case, other than restrictions (i) imposed by law or by any in the Credit DocumentDocuments, (ii) in agreements evidencing secured Indebtedness permitted by by Section 6.1(k) 6.1 that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any securing such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeIndebtedness, (iii) by reason of customary provisions restricting assignments, subletting subletting, encumbrances or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of businessnot prohibited by this Agreement, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (v) pursuant to the 2029 Convertible Note Indenture and any Permitted Refinancing thereof or the Healthcare Royalty Partners Facility and any Permitted Refinancing thereof, (vi) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary and the restriction or condition set forth in such agreement does not apply to any existing Credit Party, (vii) restrictions on cash (or Investments permitted hereunder) or other deposits imposed by agreements entered into in the case ordinary course of any Subsidiary that is not directly business (or indirectly wholly owned by Borrower, other restrictions on cash or deposits constituting Permitted Liens) and (viii) restrictions and conditions imposed by its Organizational Documents or contained in agreements relating to the disposition of any related joint venture, shareholders’ or similar agreementassets pending such disposition; provided that such restrictions and conditions apply only to the assets that is or are subject of such Subsidiary disposition and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholedisposition is permitted hereunder.

Restrictions on Subsidiary Distributions. Except as provided herein, no in the Second Lien Credit Party Agreement, the Second Lien Notes Indenture, the ARC Indentures, the ARC Refinancing Indenture, the New ARC Indenture, the MSW Indentures, MSW Refinancing Indentures or the New MSW Indentures or any document, instrument or agreement entered into in connection with a replacement or refinancing of any of the foregoing permitted hereunder, neither Company nor any Guarantor Subsidiary shall, nor shall it permit any of 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 Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower Company or any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer, lease or license transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Company other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(kSections 6.1(j) or (m) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements, (iii) by reason of provisions in the principal lease, service or operating agreements, partnership agreements and financing agreements pertaining to Projects, so long as such lease, service or operating agreements, partnership agreements and financing agreements are extensions, renewals or replacements of such agreements are in effect as of the Closing Date, are otherwise permitted to be entered into hereunder and, in each case of any extensions, renewals or replacements, contain no more restrictive provisions relating to the ordinary course ability of businessthe relevant Subsidiary to take the actions described in clauses (a) through (d) than the agreement so extended, renewed or replaced, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, Agreement (v) that are of the type set forth in the case of any Subsidiary that is not directly clause (d) above contained in agreements relating to an asset sale permitted hereunder (or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; to which Requisite Lenders have consented) (provided that such restrictions and conditions only apply only to the assets that are the subject of such Subsidiary and to any Equity Interests in such Subsidiarya sale), or (vi) identified on Schedule 6.5that are of the type set forth in clauses (a) through (d) above contained in agreements relating the sale or disposition of all of the equity interests of a Subsidiary permitted hereunder (or to which the Requisite Lenders have consented) (provided that such restrictions only apply to the Subsidiary being sold or disposed of and its Subsidiaries), and (vii) by reason of provisions in any amendmentsinstrument, modificationsdocument or agreement to which any Person acquired by Company or a Subsidiary in a Permitted Acquisition is a party, extensions provided that such restrictions (A) were not created in contemplation of such acquisition and (B) are not applicable to any Person, property or renewals thereof assets other than the Person (including and such Person’s Subsidiaries) so acquired and their respective properties and assets. No Credit Party shall, nor shall it permit any such extension of its Subsidiaries, to enter into any immaterial Contractual Obligation on or renewal arising as after the Closing Date which would prohibit a result Subsidiary of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as Company becoming a wholeCredit Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by a Borrower or any other Subsidiary of a Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to a Borrower or any other Subsidiary of a Borrower, (c) make loans or advances to a Borrower or any other Subsidiary of a Borrower, or (d) transfer, lease or license any of its property or assets to a Borrower or any other Subsidiary of a Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(l) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements or documents governing non-wholly owned Subsidiaries and similar agreements entered into in the ordinary course of business, (iii) set forth in documents governing Joint Ventures or non-wholly Owned Subsidiaries as of the Closing Date or established after the Closing Date to the extent they are no more burdensome than the restrictions set forth in such documents in existence as of the Closing Date, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, Agreement or (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified described on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole6.6.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit No Loan Party shall, nor shall it permit any of 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 Subsidiary of Borrower the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower the Company or any other Subsidiary of Borrowerthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower the Company or any other Subsidiary of Borrowerthe Company, (c) make loans or advances to Borrower the Company or any other Subsidiary of Borrower, the Company or (d) transfer, lease or license any of its property or assets to Borrower the Company or any other Subsidiary of Borrower the Company other than restrictions (i) imposed by law with respect to specific property subject to a Lien permitted hereunder to secure payment of Indebtedness permitted hereunder or by any Credit Documentto be sold pursuant to an executed agreement with respect to an Asset Sale or other Disposition permitted hereunder; provided that such restrictions are limited to the property so encumbered or subject to such Asset Sale or Disposition, (ii) customary restrictions contained in any Permitted License, leases or similar agreements evidencing Indebtedness permitted by Section 6.1(k) hereunder; provided that impose such restrictions on are limited to the property so acquiredor assets subject to such Permitted License, and any amendments, modifications, extensions lease or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholesimilar agreement, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained provision in leases, licenses, Joint Venture joint venture agreements and similar agreements applicable to joint ventures permitted hereunder; provided that such restrictions are applicable solely to such joint venture entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) customary provision set forth in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreementCo-Development Agreements; provided that such restrictions and conditions apply only are applicable solely to the property subject to such Subsidiary and Co-Development Agreements, (v) with respect to any Equity Interests in such SubsidiaryDiscontinued Real Property, or (vi) restrictions identified on Schedule 6.57.05, (vii) restrictions set forth in Indebtedness permitted under Section 7.01(f) that imposes restrictions on the property so acquired in connection with the Permitted Acquisition (and/or any other acquisition) referred to in Section 7.01(f), Section 7.01(g) (to the extent not more restrictive that the restrictions contained in this Agreement), 7.01(k) (to the extent not more restrictive that the restrictions contained in this Agreement), Section 7.01(m)(ii) (solely with respect to the entity incurring such Indebtedness), Section 7.01(n) (solely with respect to the assets financed thereby in the case of Section 7.01(n)(i)), Section 7.01(q) and Section 7.01(x) (to the extent not more restrictive that the restrictions contained in this Agreement), (viii) restrictions under any amendmentsRefinancing Indebtedness or Permitted Incremental Equivalent Debt, modifications(ix) restrictions contained in (A) this Agreement and the indentures relating to the Convertible Notes and the Senior Notes and (B) any indentures, extensions note purchase agreements or renewals thereof other similar agreements evidencing the Indebtedness permitted in accordance with Section 7.01(k) hereof, (including x) restrictions on cash or other deposits or customary net worth provisions imposed by customers under contracts entered into in the ordinary course of business, (xi) pursuant to any such extension or renewal arising as a result of an extensionamendment, renewal modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any Indebtedness containing such restriction or conditionan agreement referred to in clauses (i) through (x) above; provided, however, that do not materially expand the scope of any such restriction amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or condition refinancing is no more materially restrictive with respect to such encumbrances and other restrictions taken as a wholewhole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing as determined in good faith by the Company.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document, no the First Lien Facility Documentation, any document with respect to any “Incremental Equivalent Debt” (as defined in the First Lien Credit Party shallAgreement or any equivalent term under the First Lien Facility) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, create enter into or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on agreement restricting the ability of (i) any Subsidiary subsidiary of the Lead Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by to the Lead Borrower or any other Subsidiary of Borrower, Guarantor or (bii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make cash loans or advances to the Lead Borrower or any other Subsidiary of BorrowerGuarantor, or (d) transfer, lease or license except: 126. in any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions agreement evidencing (i) imposed Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by law or by any Credit DocumentSection 6.01, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) 6.01 that impose restrictions on is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property so acquired, or assets intended to secure such Indebtedness and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) Indebtedness permitted pursuant to clauses (j), (m), (p), (q), (u), (w) and/or (y) of Section 6.01; 127. by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iv) ; 128. that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (v) ; 129. assumed in connection with any acquisition of property or the case Capital Stock of any Subsidiary that is not directly Person, so long as the relevant encumbrance or indirectly wholly owned by Borrower, restrictions restriction relates solely to the Person and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition; 130. in any such extension or renewal arising as a result of an extension, renewal or refinancing agreement for any Disposition of any Indebtedness containing such restriction Restricted Subsidiary (or conditionall or substantially all of the property and/or assets thereof) that do not materially expand restricts the scope payment of any dividends or other #94513555v35 distributions or the making of cash loans or advances by such restriction or condition taken as a whole.Restricted Subsidiary pending such Disposition;

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k), 6.1(l) or 6.1(m) that impose restrictions on the property so acquired, and any amendments, modifications, extensions constructed or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeimproved, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this AgreementAgreement (including an agreement which has been entered into in connection with the sale or transfer of assets or Equity Interests of a Subsidiary permitted hereunder, including in connection with the Game Crazy IPO) that impose restrictions on such Equity Interests or assets, (iv) any agreement of a Foreign Subsidiary governing the Indebtedness permitted by Section 6.1(n)(iii) (provided that such restrictions are no more onerous or restrictive than those set forth in the First Lien Credit Agreement or, after the Discharge of First Lien Obligations, than those set forth herein, and do not prevent the Obligations being secured as provided herein and in the other Credit Documents), (v) in described on Schedule 6.5, (v) existing under the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents Revolving Credit Facility (or any related joint ventureRevolver Refinancing Indebtedness), shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to the First Lien Credit Agreement, any Equity Interests in such SubsidiaryTerm Loan Refinancing Indebtedness and/or any Seasonal Overadvance Facility, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions that exist under or renewals thereof (including any such extension or renewal arising as a result by reason of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeapplicable law.

Restrictions on Subsidiary Distributions. Except as provided hereinThe Borrower shall not, no Credit Party shall, nor and shall it not permit any of its Subsidiaries other Group Member to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on that limits in any material respect the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Borrower or any other Subsidiary of BorrowerSubsidiary, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of BorrowerSubsidiary, (c) make loans or advances to the Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license transfer any of its property or assets to the Borrower or any other Subsidiary Subsidiary, in each case pursuant to any agreement that is material to the Borrower and its Subsidiaries taken as a whole, and that adversely affects, directly or indirectly, the repayment of Borrower the Obligations, other than restrictions under (i) imposed by law or by any Credit Documentthis Agreement, (ii) in agreements evidencing Indebtedness secured by Liens permitted by Section 6.1(k6.1(xxvii) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason any applicable law, rule or regulation or the Organizational Documents of such Subsidiary, (iv) any order from or agreement with an Applicable Insurance Regulatory Authority or any other instrument or agreement as described on Schedule 6.4, (v) any order from or agreement with an Applicable Insurance Regulatory Authority arising after the Effective Date which would not reasonably be expected to result in a Material Adverse Effect, (vi) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, business and (ivvii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, customary restrictions and conditions imposed by its Organizational Documents or in any related joint venture, shareholders’ or similar agreement; provided that agreement relating to the sale of assets pending such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholesale.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower NewPageCo to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower NewPageCo or any other Subsidiary of BorrowerNewPageCo, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower NewPageCo or any other Subsidiary of BorrowerNewPageCo, (c) make loans or advances to Borrower NewPageCo or any other Subsidiary of BorrowerNewPageCo, or (d) transfer, lease or license transfer any of its property or assets to Borrower NewPageCo or any other Subsidiary of Borrower NewPageCo, other than restrictions (i) imposed by law or by any Credit Documentexisting under this Agreement, (ii) in the NewPageHoldCo PIK Note Documents, the NewPageCo First Lien Term Loan Documents, the Senior Secured Floating Rate Notes Documents, the Senior Secured Fixed Rate Notes Documents, the Senior Subordinated Notes Documents as in effect on the Closing Date or as modified in accordance with this Agreement, (iii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(j) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any iv) in agreements evidencing Indebtedness containing such restriction or conditionpermitted by Section 6.1(p) that do not materially expand impose restrictions on the scope of any Foreign Subsidiary obligated on such restriction or condition taken as a wholeIndebtedness, (iiiv) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture asset or stock sale agreements, joint venture agreements and similar agreements otherwise permitted hereunder, entered into in the ordinary course of business, (ivvi) in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis, (vii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement, (vviii) in any instrument governing Indebtedness of Capital Stock of a Person acquired by NewPageHoldCo of one of its Subsidiaries as in effect at the case time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), so long as the encumbrance or restriction thereunder is not applicable to any Person, or the properties or assets of any Subsidiary that is not directly Person, other than the Person or indirectly wholly owned by Borrowerproperty or assets of the Person so acquired, restrictions (ix) arising under applicable laws, rules, regulations or orders, and conditions (x) any encumbrance or restriction imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions restatements, increases, supplements, refundings, replacements, or renewals thereof refinancings of the contracts, instruments or obligations referred to in clauses (including any ii) through (ix) above; provided that the encumbrances or restrictions in such extension amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do refinancings are not materially expand more restrictive, in the scope good faith judgment of any such restriction or condition the Board of Directors of NewPageCo, taken as a whole., than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) restrictions on Non-Recourse Subsidiaries in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole6.1(b), (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (iv) restrictions as of the Closing Date described on Schedule 6.5, (v) customary restrictions on the transfer of non-Cash assets by Non-Recourse Subsidiaries in power purchase agreements and similar agreements, (vi) restrictions contained in any Credit Document or Notes Document as in effect on the case of any Subsidiary that is not directly or indirectly wholly owned by BorrowerClosing Date, (vii) restrictions on Non-Recourse Subsidiaries in documentation evidencing Project Obligations, (viii) restrictions and conditions imposed on any non-wholly owned Restricted Subsidiary by its Organizational Documents organizational documents or any related joint venture, shareholders’ venture or similar agreement; provided that such agreements, (ix) restrictions and conditions apply only to such Subsidiary and applicable to any Equity Interests in such SubsidiaryCredit Party or its Subsidiaries arising under any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities and (vix) identified on Schedule 6.5, and restrictions applicable to any amendments, modifications, extensions Credit Party or renewals thereof (including its Subsidiaries in connection with the competitive bidding process for any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeClean Energy System.

Restrictions on Subsidiary Distributions. Except as provided hereinNeither the Borrower nor any Restricted Subsidiary will, no Credit Party shalldirectly or indirectly, nor shall it enter into, incur or permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction of any kind on condition upon the ability of any Restricted Subsidiary of Borrower to (a) to pay dividends or make any other distributions on any of such Subsidiary’s its Equity Interests owned by the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (b) to repay or prepay any Indebtedness owed owing by such Restricted Subsidiary to the Borrower or any other Subsidiary of BorrowerRestricted Subsidiary, (c) to make loans or advances to the Borrower or any other Restricted Subsidiary of Borrower, or to Guarantee the Obligations or (d) to transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of Borrower other than restrictions Restricted Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions and conditions existing on the property so acquiredClosing Date identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) ), provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (iii) in the case of (A) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (B) in the case of restrictions and conditions referred to in clause (d) above, the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by reason the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (B), in any agreement or instrument relating to Indebtedness of such Person, provided, in each case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (iv) in the case of restrictions and conditions referred to clause in (d) above, restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1(e) or 6.1(s) or governing Liens permitted by Section 6.2(k) or 6.2(n) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (v) restrictions and conditions imposed by any agreement or document governing Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (vi) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (vii) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (viii) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenseslicenses and other agreements restricting the assignment thereof or, Joint Venture agreements and similar in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (ix) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (vx) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents referred to in clause (d) above, customary restrictions in respect of Intellectual Property contained in licenses or any related joint venturesublicenses of, shareholders’ or similar agreement; provided that other grants of rights to use or exploit, such Intellectual Property, (xi) restrictions and conditions apply only to such Subsidiary contained in any Permitted Senior Notes Indebtedness Document as in effect on the Closing Date and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or and renewals thereof (including any such extension or renewal arising as a result of an extensionthereof, renewal or refinancing of any Indebtedness containing such restriction or condition) provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (xii) restrictions and conditions contained in the Versum Existing Credit Agreement and any Permitted Incremental Equivalent Indebtedness Documents relating thereto, in each case, as in effect on the Amendment No. 1 Effective Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (xiii) restrictions and conditions contained in the Versum Existing Notes and the Versum Existing Indenture, in each case, as in effect on the Amendment No. 1 Effective Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof and (xiv(xii) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted pursuant to Section 6.1(i), 6.1(j), 6.1(k), 6.1(l) or 6.1(u) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document, no Credit Party or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness permitted by Section 6.01, so long as such refinancing, renewal or replacement does not expand the scope of such Contractual Obligation, none of the Loan Parties shall, nor shall it they permit any of its 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 Subsidiary of Borrower to pay dividends or other distributions or make cash loans or advances by any Subsidiary to any Loan Party, except: (a) pay dividends or make in any agreement evidencing (x) Indebtedness of a Subsidiary, other distributions on any of such Subsidiary’s Equity Interests owned than a Loan Party, permitted by Borrower or any other Subsidiary of BorrowerSection 6.01, (by) repay permitted by Section 6.01 that is secured by a Permitted Lien if such encumbrance or prepay any restriction applies only to the Person obligated under such Indebtedness owed by such Subsidiary to Borrower and its Subsidiaries or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its the property or assets intended to Borrower or any other Subsidiary of Borrower other than restrictions secure such Indebtedness and (iz) imposed by law or by any Credit DocumentIndebtedness permitted pursuant to clauses (m), (iip) (as it relates to Indebtedness in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof respect of clauses (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholea), (iiim), (q), (s), (n) and (v) of Section 6.01), (q), (s), (n) and (v) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (ivc) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (d) assumed in connection with an acquisition of property or the Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its Subsidiaries (vincluding the Capital Stock of such Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for the case Disposition of any a Subsidiary permitted pursuant to Section 6.06 that is not directly restricts the payment of dividends or indirectly wholly owned other distributions or the making of cash loans or advances by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreementthat Subsidiary pending the Disposition; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole.​

Restrictions on Subsidiary Distributions. Except as provided herein, in the Term Credit Agreement or any document evidencing a Permitted Refinancing thereof (provided that such restrictions are no less favorable to the Lenders than those contained in the Term Credit Agreement), in the Senior Subordinated Notes Indenture or in the indenture in respect of the Refinancing Notes (as long as such encumbrances or restrictions are no less favorable to the Lenders than those contained in the Senior Subordinated Notes Indenture) or (with respect to encumbrances or restrictions on the ability of any Foreign Subsidiary of Holdings only) in any documentation evidencing the local lines of credit of Foreign Subsidiaries expressly permitted by Section 6.1(m), no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to to: (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests 's Capital Stock owned by Borrower or any other Subsidiary of Borrower, ; (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, ; (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or ; or (d) transfer, lease or license transfer any of its property or assets to Borrower or any other Subsidiary of Borrower Borrower; other than restrictions restrictions: (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(j) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof ; (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, ; (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (iv) in any instrument governing Indebtedness or Capital Stock of a Person acquired by Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 6.1 to be incurred; (v) in any agreement for the case sale or other disposition of any a Subsidiary that is not directly restricts distributions by that Subsidiary pending the sale or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreementother disposition; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or and (vi) identified in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholepro rata basis.

Restrictions on Subsidiary Distributions. Except as provided herein, in the Senior Subordinated Notes Indenture, the Refinancing Notes Indenture or the Additional Senior Subordinated Note Indenture or (with respect to encumbrances or restrictions on the ability of any Foreign Subsidiary of Holdings only) in any documentation evidencing the local lines of credit of Foreign Subsidiaries expressly permitted by Section 6.1(m) or (o), no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower the Company or any other Subsidiary of Borrowerthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower the Company or any other Subsidiary of Borrowerthe Company, (c) make loans or advances to Borrower the Company or any other Subsidiary of Borrowerthe Company, or (d) transfer, lease or license transfer any of its property or assets to Borrower the Company or any other Subsidiary of Borrower the Company other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(i) and (j) that impose restrictions on the property so acquired, acquired and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; (iv) in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection CREDIT AND GUARANTY AGREEMENT EXECUTION with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 6.1 to be incurred; (v) in any agreement for the case sale or other disposition of any a Subsidiary that is not directly restricts distributions by that Subsidiary pending the sale or indirectly wholly owned by Borrower, restrictions other disposition; and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholepro rata basis.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shallHoldings will not, nor shall will it permit any of its Subsidiaries Restricted Subsidiary 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 Restricted Subsidiary of Borrower Holdings to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by Borrower Holdings or any other Restricted Subsidiary of BorrowerHoldings, (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower Holdings or any other Restricted Subsidiary of BorrowerHoldings, (c) make loans or advances to Borrower Holdings or any other Restricted Subsidiary of BorrowerHoldings, or (d) transfer, lease or license any of its property or assets to Borrower Holdings or any other Restricted Subsidiary of Borrower Holdings other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing any Indebtedness permitted by (and any Permitted Refinancings of) (x) Section 6.1(k6.01(a)(v) that impose restrictions on the property with respect to such Indebtedness or on the property so acquired, (y) Sections 6.01(a)(vii) (to the extent imposing restrictions solely on the Restricted Subsidiaries acquired in an Acquisition Transaction or other Investment described therein), 6.01(a)(xiv), 6.01(a)(xix), 6.01(a)(xx) (to the extent imposing restrictions solely on Tronox Mineral Sands Proprietary Limited and/or Tronox KZN Sands Proprietary Limited and/or their respective Subsidiaries) and any amendments, modifications, extensions or renewals thereof 6.01(a)(xxiv) and (including any z) Section 6.01(a)(viii) to the extent relating to the assets serving as collateral for such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholePermitted Receivables Financing, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, Agreement or (viiv) identified described on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole6.11.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause Enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower (other than Excluded Subsidiaries and Project Finance Subsidiaries) to (a) pay dividends or make Restricted Payments in respect of any other distributions on any Equity Interests of such Subsidiary’s Equity Interests owned by Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary (it being understood that (i) the priority of Borrowerany preferred equity in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Borrower or any Subsidiary to other Indebtedness incurred by the Borrower or any Subsidiary shall not be deemed a restriction on the ability to pay loans or advances), (b) repay or prepay any Indebtedness owed by such Subsidiary to make Investments in the Borrower or any other Subsidiary of Borrower, Guarantor or (c) make loans or advances transfer any of its assets to the Borrower or any other Subsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Documentrestrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on connection with the property so acquired, and any amendments, modifications, extensions Disposition of all or renewals thereof (including any substantially all of the Equity Interests or assets of such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeSubsidiary, (iii) by reason of customary provisions restricting assignments, subletting any restrictions imposed pursuant to agreements governing any purchase money Liens or Capitalized Leases or other secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective as to transfers contained of the assets financed thereby or securing such Indebtedness), (iv) customary non-assignment provisions in leasesany contract or lease entered into in the ordinary course of business and consistent with past practices, licenses(v) applicable law or any applicable rule, Joint Venture agreements regulation, or order of any Governmental Authority, (vi) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements agreements, provided that such provisions apply only to the assets subject to such agreements, (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (ivviii) that are any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or were created by virtue in contemplation of such Person becoming a Subsidiary of Borrower and is not applicable to any Person, or the properties or assets of any transfer ofPerson, agreement to transfer other than such Subsidiary or option such Subsidiary’s properties and assets, and (vix) any instrument governing Indebtedness assumed in connection with any acquisition of any Person or right with respect asset and not incurred in contemplation of such acquisition, which encumbrance or restriction is not applicable to any propertyPerson, or the properties or assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly Person, other than the Person or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents the properties or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result assets of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholePerson so acquired.

Restrictions on Subsidiary Distributions. Except as provided hereinNeither the Borrower nor any Subsidiary will, no Credit Party shalldirectly or indirectly, nor shall it enter into, incur or permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction of any kind on condition upon the ability of any Subsidiary of Borrower to (a) to pay dividends or make any other distributions on any of such Subsidiary’s its Equity Interests owned by the Borrower or any other Subsidiary of BorrowerSubsidiary, (b) to repay or prepay any Indebtedness owed owing by such Subsidiary to the Borrower or any other Subsidiary of BorrowerSubsidiary, (c) to make loans or advances to the Borrower or any other Subsidiary of Borrower, or to Guarantee the Obligations or (d) to transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of Borrower other than restrictions Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions and conditions existing on the property so acquiredClosing Date identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) ), provided, in each case, that do not materially expand the scope of any such restriction or condition taken shall not have been expanded as a wholeresult thereof, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of (A) any Subsidiary that is not directly a wholly-owned Subsidiary or indirectly wholly owned by Borrower, (B) in the case of restrictions and conditions referred to in clause (d) above, the Equity Interests in any Person that is not a Subsidiary, restrictions imposed by its the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement; agreement or, in the case of clause (B), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such SubsidiarySubsidiary or to the Equity Interests in such other Person, or as applicable, (iv) [reserved], (v) [reserved], (vi) identified [reserved], (vii) [reserved], (vii) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on Schedule 6.5the assets leased or licensed thereunder, (ix) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (x) in the case of restrictions and conditions referred to in clause (d) above, customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (xi) [reserved], (xii) [reserved], and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or conditionxiii) that do not materially expand the scope of any such restriction or condition taken as a whole.restrictions constituting Permitted Liens..

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause Enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Note Party to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay dividends any Indebtedness owed to, the Parent, the Issuer or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower , (b) make Investments in the Parent, the Issuer or any other Subsidiary or (c) transfer any of Borrowerits assets to the Parent, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower the Issuer or any other Subsidiary Subsidiary, except for such encumbrances or restrictions existing under or by reason of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Documentrestrictions existing under the Note Documents, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on any restriction existing under the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeSeries A Note Documents, (iii) by reason any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of customary provisions restricting assignmentsany property or asset that is subject to a lease or license or the assignment, subletting encumbrance or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course hypothecation of businesssuch lease or license, (iv) that are any restriction imposed pursuant to an agreement entered into in connection with a sale or were created other Disposition not prohibited by virtue this Agreement pending the closing of any transfer of, agreement to transfer such sale or option or right other Disposition with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreementbeing sold, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, encumbrances and restrictions and conditions imposed by its Organizational Documents or any related joint ventureoperation of applicable law, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified covenants in agreements creating Liens permitted by Section 6.02 prohibiting further Liens on Schedule 6.5the properties encumbered thereby, and (vii) such encumbrances or restrictions or any amendments, modifications, extensions other limitations applicable to any Note Party that has engaged or renewals thereof is engaged in issuing CLOs or CDOs or in providing “warehouse” lending or borrowing facilities (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or conditionA) that do are customarily set forth in the Organizational Documents of CLOs, CDOs or entities providing “warehouse” lending or borrowing facilities, (B) under any Contractual Obligation in connection with such CLOs or CDOs or “warehouse” and (viii) any prohibition or limitation that (A) exists on the date hereof or in any agreement in effect at the time such Note Party becomes a Note Party of or is merged into or consolidated with a Note Party, so long as such agreement was not materially expand the scope entered into in contemplation of any such restriction or condition taken as Person becoming a whole.Note Party or

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document, no the Term Facility Documentation, any document with respect to any “Incremental Equivalent Debt” (as defined in the Term Credit Party shallAgreement or any equivalent term under the Term Facility) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, create enter into or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on agreement restricting the ability of (i) any Subsidiary subsidiary of the Lead Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by to the Lead Borrower or any other Subsidiary of Borrower, Guarantor or (bii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make cash loans or advances to the Lead Borrower or any other Subsidiary of BorrowerGuarantor, or (d) transfer, lease or license except: 6.5.1. in any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions agreement evidencing (i) imposed Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by law or by any Credit DocumentSection 6.01, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) 6.01 that impose restrictions on is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property so acquired, or assets intended to secure such Indebtedness and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) Indebtedness permitted pursuant to clauses (j), (m), (p), (u), (w) and/or (x) of Section 6.01; 6.5.2. by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, Joint Venture sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iv) ; 6.5.3. that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement; 6.5.4. assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (vincluding the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition; 6.5.5. in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; 6.5.6. in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; 6.5.7. imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements; 6.5.8. on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the case ordinary course of any Subsidiary that is not directly business or indirectly wholly owned by Borrowerfor whose benefit such Cash, restrictions and conditions imposed by its Organizational Documents other deposits or any related joint venture, shareholders’ net worth or similar agreement; provided that such restrictions exist; 6.5.9. set forth in documents which exist on the Amendment No. 2 Effective Date and conditions apply only not created in contemplation thereof; 6.5.10. those arising pursuant to such Subsidiary and an agreement or instrument relating to any Equity Interests Indebtedness permitted to be incurred after the Amendment No. 2 Effective Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in such Subsidiarythis Agreement, taken as a whole (as determined in good faith by the Lead Borrower); 6.5.11. those arising under or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extensionapplicable law, renewal rule, regulation or order or the terms of any license, authorization, concession or permit; 6.5.12. those arising in any Loan Document and/or any Loan Document (as defined in the Term Credit Agreement), any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; 6.5.13. any Indebtedness permitted under Section 6.01; provided that no such restrictions are, in the good faith judgment of the Lead Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in any Indebtedness existing on the Amendment No. 2 Effective Date (including under this Agreement and the Term Credit Agreement); and/or 6.5.14. those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any Indebtedness containing contract, instrument or obligation referred to in clauses (a) through (m) above; provided that no such restriction amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or condition) that do not materially expand refinancing is, in the scope good faith judgment of any the Borrower, more restrictive with respect to such restriction or condition restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shallthe Borrower shall not, nor shall it permit any Subsidiary of its Subsidiaries the Borrower 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 Subsidiary of the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests 's capital stock (or other ownership interest) owned by the Borrower or any other Subsidiary of the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (d) transfer, lease or license transfer any of its property or assets to the Borrower or any other Subsidiary of the Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k8.2(c) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements, asset sale agreements and similar agreements entered into in the ordinary course of business, (iviii) on any Person that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in becomes a Subsidiary after the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; date hereof provided that such restrictions and conditions apply only to exist at the time such Person becomes a Subsidiary and to any Equity Interests are not created in contemplation of or in connection with such Person becoming a Subsidiary, or (viiv) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising with respect to the Securitization Subsidiary as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand set forth in the scope of any such restriction or condition taken as a wholeSecuritization Facility.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing con- taining such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of 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 Subsidiary of the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower or any other Subsidiary of the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (d) transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of the Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) restrictions in agreements evidencing purchase money Indebtedness permitted by Section 6.1(k7.1(e) that impose restrictions on the property so acquired, (ii) restrictions under this Agreement and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholeCredit Documents, (iii) by reason of restrictions in customary provisions restricting assignments, subletting or other transfers non-assignment agreements contained in leasesagreements with respect to the purchase or sale of services, licenses, Joint Venture agreements goods and similar agreements entered into other property in the ordinary course of business, (iv) that are or were created by virtue customary subordination of any transfer ofsubrogation, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreementcontribution and similar claims contained in guaranties permitted hereunder, (v) restrictions in agreements in existence on the case Effective Date and set forth on Schedule 7.5, (vi) restrictions on property or assets of a Person acquired by the Borrower in effect at the time such Person is acquired and not create in contemplation of such Acquisition, (vii) customary restrictions contained in agreements pertaining to the sale or other disposition of assets of the Borrower or its Subsidiaries, (viii) customary restrictions contained in any Permitted Senior Unsecured Indebtedness or Permitted Senior Secured Indebtedness, (ix) restrictions in agreements evidencing Indebtedness among the Borrower and/or its wholly-owned Subsidiaries; provided that (A) if such Indebtedness is due and owing by a Credit Party to a Subsidiary that is not directly or indirectly wholly owned by Borrowera Credit Party, restrictions such Indebtedness is expressly subordinated in right of payment to the prior payment of the Obligations under this Agreement on terms and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand vary in a material manner from the scope of terms and conditions set forth in Exhibit 7.5 and (B) the terms governing such Indebtedness do not include any covenant comparable to Section 7.4 and (x) until such restriction time as the Senior Secured Notes have been redeemed, repaid or condition taken as a wholeotherwise satisfied in full, restrictions on the Borrower and its Subsidiaries contained in the Senior Secured Notes.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries (other than any Non-Recourse Subsidiary) 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 Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (ivii) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (viii) restrictions as of the Closing Date described on Schedule 6.5, or (iv) restrictions contained in any Credit Document, Senior 2023 Notes Document, Senior 2025 Notes Document or Credit Document (as defined in the Existing Term Credit Agreement), in each case as in effect on the Closing Date, or in any Existing Term Loan Refinancing Document (or in any agreement or other document evidencing Refinancing Indebtedness in respect of the Indebtedness established by any of the foregoing (or, in the case of the Indebtedness established under the Credit Documents, any Subsidiary Credit Agreement Refinancing Indebtedness); provided that is the restrictions and conditions contained in any such agreement or other document are not directly or indirectly wholly owned by Borrower, less favorable in any material respect to the Lenders than the restrictions and conditions imposed by its Organizational Documents the agreements or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests other documents in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result respect of an extension, renewal or refinancing of any the Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a wholebeing refinanced).

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Loan Party shall, nor shall it permit any of 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 Subsidiary of the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower or any other Subsidiary of the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (d) transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of the Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(kSections 7.01(i) and 7.01(j) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture joint venture agreements and similar agreements entered into in the ordinary course of business, (iviii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (iv) existing under or by reason of Applicable Law, regulation or order, (v) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the case transfer of any Subsidiary that is not directly or indirectly wholly owned by Borrowerownership interests in such partnership, restrictions and conditions imposed by its Organizational Documents or any related limited liability company, joint venture, shareholders’ corporation or similar agreement; provided that such Person, (vi) restrictions and conditions apply only to such Subsidiary and to any Equity Interests on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in such Subsidiarythe ordinary course of business, or (vivii) identified described on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole7.05.