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 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 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 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 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 Credit Documentthe Term Loan Documents (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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (iv) that are in the GACP Credit Agreement and (v) 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. (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 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 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 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 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 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 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 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 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. 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 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 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 ClosingAmendment No. 4 Effective 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) 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 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 herein(i) herein or (ii) 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 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 capital leases permitted by Section 6.1(i) or Indebtedness permitted by Section 6.1(k6.1(j) or (k) that impose restrictions on the Person or property so acquired, (ii) in the Credit Documents or the Replacement Revolving Credit Facility (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 wholeits related credit documents), (iii) contained in financing documentation governing Indebtedness incurred by a Foreign Subsidiary pursuant to Section 6.1(m), 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; (iv) restrictions existing under or by reason of (A) applicable law (including rules, regulations and agreements with regulatory authorities), (B) any agreement in effect at the time a Person first became a Subsidiary of such Credit Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of such Credit 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, (v) encumbrances or restrictions existing under or by reason of Liens permitted under Section 6.2 securing Indebtedness otherwise permitted to be incurred under Section 6.1 that limit the right of the debtor to dispose of the assets that are subject to such Liens, (vi) 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, (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, 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 (viviii) 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 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(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 businessbusiness as of the date hereof, (ii) contained in agreements governing Indebtedness permitted by Sections 6.1(h) or (i), (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company; (iv) contained in the Collateral Documents; (v) on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (vi) imposed by any agreement to sell assets or Capital Stock permitted under this Agreement to any Person pending the closing of such sale; (vii) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; or (viii) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course 80 of business and consistent with past practice; (ix) 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, ; or (vx) in the case that are or were created by virtue of any applicable law, rule or regulation or order of the Bankruptcy Court. No Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligation which would prohibit a 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 of Company from becoming 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 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 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; 102 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 as determined in good faith by Borrower and conclusively evidenced by an officer’s certificate of Borrower, (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) restrictions imposed by applicable laws (including under applicable Gaming Law) or under the Credit Documents, (v) in Liens permitted to be incurred under Section 6.2 hereof that limit the case right 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 the debtor to dispose of the assets subject to such Subsidiary and to any Equity Interests in such SubsidiaryLiens, or (vi) identified 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(vii) 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 as determined in good faith by Borrower and conclusively evidenced by an officer’s certificate of Borrower, and (viii) 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 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 Revolving 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(j), 6.1(k), 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 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 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 wholedate hereof identified on Schedule 6.5, (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 Restricted Subsidiary that is not directly or indirectly a wholly owned by BorrowerSubsidiary of the Borrower or, 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, restrictions and conditions imposed by agreements and documents governing Indebtedness of such Restricted Subsidiary or such Person or its Organizational Documents or any related joint venture, shareholders’ or similar agreement; , provided that such restrictions and conditions apply only to such Restricted Subsidiary or, in the case of restrictions and conditions referred to in clause (d) above, to any Equity Interests in such SubsidiaryRestricted Subsidiary or such other Person, 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(n) or governing Liens permitted by Section 6.2(d), 6.2(p)(i) or 6.2(q) or by clause (c), (d) or (m) 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) [reserved], (vi) identified [reserved], (vii) [reserved], (viii) 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, and any amendments(ix) restrictions on cash or deposits or net worth imposed by customers, modificationssuppliers or landlords under agreements entered into in the ordinary course of business, extensions (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 renewals thereof (including any sublicenses of, or other grants of rights to use or exploit, such extension Intellectual Property. 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 renewal arising as a result the obligations of an extensionthe Credit Parties under Sections 5.10, renewal 5.11 or refinancing of any Indebtedness containing such restriction 5.12 or condition) that do not materially expand under the scope of any such restriction or condition taken as a wholeCollateral Documents.

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 through (iv) above (a) in the 2022 Senior Notes Documents, the 2024 Senior Notes Documents, 2025 Senior Notes Documents, the New Senior Notes Documents, Tax Exempt Debt Documents, the documentation with respect to any Credit Document, (ii) Qualified Receivables Financing 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 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 each case of any Subsidiary that is not directly extensions, renewals or indirectly wholly owned by Borrowerreplacements, 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.contain no more restrictive provisions -152- 105376510

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 B 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 hypothecation of such lease or license, (iv) any restriction imposed pursuant to an agreement entered into in connection with a sale or other transfers contained Disposition not prohibited by this Agreement pending the closing of such sale or other Disposition with respect to assets being sold, (v) encumbrances and restrictions imposed by operation of applicable law, (vi) covenants in leasesagreements creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby, licenses(vii) such encumbrances or restrictions or any other limitations applicable to any Note Party that has engaged or is engaged in issuing CLOs or CDOs or in providing “warehouse” lending or borrowing facilities (A) that are customarily set forth in the Organizational Documents of CLOs, Joint Venture agreements CDOs or entities providing “warehouse” lending or borrowing facilities, (B) under any Contractual Obligation in connection with such CLOs or CDOs or “warehouse” and similar agreements (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 entered into in contemplation of such Person becoming a Note Party or (B) is imposed by any amendments or refinancings that are otherwise permitted by the Note Documents; provided that such amendments and refinancings are not materially more restrictive with respect to such prohibitions than those prior to such amendment or refinancing; and provided, further, that this Section 6.09 shall not apply to any Deerfield Special Purpose Entity to the extent and so long as compliance by such Person with, or such Person’s agreement to be subject to, the restrictions set forth in this Section 6.09 contravenes or Conflicts with such Person’s Organizational Documents or any Contractual Obligation in existence on the date hereof, or entered into after the date hereof in the ordinary course of business, (iv) that are or were created by virtue Requirement of any transfer of, agreement Law applicable 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 such Person 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 wholeits Properties.

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) 106 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 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 NAI-1537228099v3 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 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) 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 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 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 Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of 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 (vix) 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 herein and in the Second Lien Credit Party shall, nor shall it permit any of its Subsidiaries toAgreement, 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 Securities 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 Indebtedness permitted by Section 6.1(k7.1(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 contracts with Governmental Authorities, joint venture agreements and similar agreements entered into in the ordinary course of business, and (iviii) that are or were created by virtue create customary restrictions on the Disposition of any transfer ofassets contained in agreements relating to the sale of assets pending such sale, 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 the assets that are to be sold and such sale is permitted hereunder. No Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligation which would prohibit a 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 of Borrower from becoming 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 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests 's 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 sell 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(k6.1(n) 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 transfer, Lien or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this AgreementAgreement and (iv) created in connection with any Receivables Facility that in the good faith determination of the board of directors of Holding, are necessary or advisable to effect such Receivables Facility, (v) any agreement or other instrument of a Person acquired by the Company or any Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the case ordinary course of any Subsidiary that is not directly business; and (vii) under or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreementreason of Indebtedness of Subsidiaries permitted to be incurred hereunder; provided that the Board of Directors of the Company determines in good faith at the time such dividend and other payment restrictions are created that such dividend 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 other payment restrictions do not materially expand adversely affect the scope of any such restriction or condition taken as a wholeCompany's ability to pay principal of, and interest on, the Loans.

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.. CG&R Draft Last Saved: 02/0620/2013 14:3244 pm 10174795v19

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 whole.6.6. 105

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 hereinEach of Holdings and the 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 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 by any other Subsidiary of Borrowerthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower the Company or to any other Subsidiary of Borrowerthe Company, (c) make loans or advances to Borrower the Company or to any other Subsidiary of Borrowerthe Company, or (d) transfer, lease or license transfer any of its property or assets to Borrower the Company or to any other Subsidiary of Borrower the Company 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(kSections 7.01(g) and 7.01(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 Venturejoint 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 7.02(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 7.09 or indirectly wholly owned a Capital Lease permitted by Borrower, restrictions Section 7.01(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 7.01(h) or 7.01(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 or are customary for the issuance of high yield debt securities in a public offering at such time.

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 hereinherein and, prior to the Initial Note Date, except as provided in the Gxxxxxx 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 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) 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 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 Second Lien Credit Agreement 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 Subsidiarythe Senior Note Refinancing Third Lien 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 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 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 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 acquireddate hereof 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 any Restricted Subsidiary that is not directly or indirectly a wholly owned by BorrowerSubsidiary of the Borrower or, 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 agreements and documents governing Indebtedness of such Restricted Subsidiary or such Person or its Organizational Documents or any related joint venture, shareholders’ or similar agreement; , provided that such restrictions and conditions apply only to such Restricted Subsidiary or, in the case of restrictions and conditions referred to in clause (d) above, to any Equity Interests in such Restricted Subsidiary or 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(f) or 6.1(n) or governing Liens permitted by Section 6.2(d), 6.2(e), 6.2(l), 6.2(o), 6.2(p)(i) or 6.2(q) or by clause (c), (d) or (m) 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) [reserved], (vi) identified on Schedule 6.5in 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) in the case of restrictions or conditions referred to in clauses (c) and (d) above, restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and any amendmentsis not required to become, modificationsa Credit Party hereunder, extensions or renewals 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 in leases, licenses and other agreements restricting the assignment thereof (including any such extension or renewal arising as a result of an extensionor, renewal or refinancing 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 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], and (xii) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness containing permitted by Section 6.1(h), 6.1(i) or 6.1(o) to the extent, in the good faith judgment the Borrower, such restriction restrictions and conditions are on customary market terms for Indebtedness of such type and 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. 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 condition) that do not materially expand the scope obligations of any such restriction the Credit Parties under Sections 5.10, 5.11 or condition taken as a whole5.12 or under the Collateral Documents.

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 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 acquireddate hereof 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 any Restricted Subsidiary that is not directly or indirectly a wholly owned by BorrowerSubsidiary of the Borrower or, 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 agreements and documents governing Indebtedness of such Restricted Subsidiary or such Person or its Organizational Documents or any related joint venture, shareholders’ or similar agreement; , provided that such restrictions and conditions apply only to such Restricted Subsidiary or, in the case of restrictions and conditions referred to in clause (d) above, to any Equity Interests in such Restricted Subsidiary or 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(f) or 6.1(n) or governing Liens permitted by Section 6.2(d), 6.2(l), 6.2(o), 6.2(p)(i) or 6.2(q) or by clause (c), (d) or (m) 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 relating to Indebtedness assumed in reliance on Section 6.1(g)(i) or Refinancing Indebtedness in respect thereof incurred in reliance on Section 6.1(g)(ii), 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) identified on Schedule 6.5in 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) in the case of restrictions or conditions referred to in clauses (c) and (d) above, 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 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, (ix) restrictions on cash or deposits or net worth 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) restrictions and conditions contained in any Permitted Second Lien Indebtedness Document or any Permitted Subordinated Indebtedness Document, in each case, as in effect on the Closing Date and 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 any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1(e), 6.1(g) (other than in respect of existing Indebtedness assumed in reliance thereon), 6.1(h), 6.1(i) or 6.1(o) 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, and (xiii) in the case of restrictions and conditions referred to in clause (d) above, restrictions and conditions imposed by the Vector Facility Arrangements on the assignment or transfer by the Borrower of its rights under the Vector Subordinated Note. 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 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-Guarantor Subsidiaries in agreements evidencing Indebtedness permitted by Section 6.1(k6.1(b) that impose restrictions on the property so acquired, and or 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 wholeTax Equity Documents, (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 (as such schedule may be amended by Borrower on or before the Closing Date), (v) customary restrictions on the transfer of non-Cash assets by Non-Guarantor Subsidiaries in the case of power purchase agreements and similar agreements, (vi) restrictions contained in 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 SubsidiaryCredit Document, or (vivii) identified restrictions 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 wholeNon-Guarantor Subsidiaries in documentation evidencing Project Obligations.

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 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 whole.Non-Guarantor Subsidiaries. 105

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 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 the Unsecured Credit Documents as in effect on the Closing Date or as modified in accordance with this Agreement and any substantially identical provisions in agreements refinancing the Unsecured Credit Documents as permitted hereunder, (vii) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the Foreign Subsidiary obligated on such Indebtedness, (viii) 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, (ix) 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, (x) arising under applicable laws, rules, regulations or orders, (xi) in the Senior Exchange Note Indenture and Subordinated Exchange Note Indenture upon their respective execution and the Senior Exchange Notes and Subordinated Exchange Notes upon their respective issuance, (xii) in any debt securities issued pursuant to the Fee Letter and the Engagement Letter, and (xiii) 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 (xii) 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 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, (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 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 Revolving 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 herein, no Credit Party shallin the First Lien Loan Documents, in the Second Lien Loan Documents, in the Third Lien Note Documents or in any documents evidencing a Permitted Refinancing of any Indebtedness under such documents, Borrower shall not, 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(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 not otherwise prohibited under this Agreement, (iv) in agreements for the sale or other disposition of assets permitted hereunder prior to the closing of such sale or other disposition, so long as such restriction only relates to the assets that are to be sold or disposed of, (v) in the case of any Subsidiary that is not directly required pursuant to applicable law, rule, regulation or indirectly wholly owned by Borrowerorder, 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 6.5with respect to a Foreign Subsidiary entered into the ordinary course of business or pursuant to the terms of Indebtedness that was incurred by such Foreign Subsidiary in compliance with the terms of this Agreement, and (vii) contained in any amendmentslicense, modificationspermit or other accreditation with a regulatory authority entered into the ordinary course of business, extensions (viii) in agreements or renewals thereof instruments (including any joint venture or strategic alliance agreements) which prohibit the payment or making of dividends or other distributions other than on a pro rata basis and (ix) in any agreement in effect at the time a Person becomes a Subsidiary of Borrower, so long as such extension or renewal arising agreement was not entered into in contemplation of such Person becoming a Subsidiary of Borrower and so long as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) only applies to such Person that do not materially expand the scope becomes a Subsidiary of any such restriction or condition taken as a wholeBorrower.

Restrictions on Subsidiary Distributions. Except as provided herein, 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(j) or (f), 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 's 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(k), (l), (m), (n) or (p) solely with respect to the permitted refinancing of Indebtedness permitted pursuant to 6.1(k), (l), (m) or (n)) 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 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 hereinThe Borrower shall not, no Credit Party shall, 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 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 's 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 existing (i) imposed by law under this Agreement or by any Credit Bond Bridge Document, (ii) in under agreements evidencing Indebtedness secured by Liens permitted by Section 6.1(k6.1(viii) that impose restrictions on the property so acquired, and (iii) under any amendmentsapplicable law, modifications, extensions rule 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 wholeregulation which applies generally to all insurance companies regulated thereunder, (iiiiv) under any order from or agreement with an Applicable Insurance Regulatory Authority existing on the Signing Date as described on Schedule 6.4, (v) under any order from or agreement with an Applicable Insurance Regulatory Authority arising after the Signing Date which could not reasonably be expected to result in a Material Adverse Effect and (vi) 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 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 (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by such Borrower or any other Subsidiary of any Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to any Borrower or any other Subsidiary of any Borrower, (c) make loans or advances to any Borrower or any other Subsidiary of Borrower, any Borrower or (d) transfer, lease or license any of its property or assets to any Borrower or any other Subsidiary of any Borrower other than restrictions existing under or by reason of (i) imposed by law or by this Agreement and any Credit Document, other agreement as in effect on the Closing Date; (ii) the Senior Notes; (iii) the Senior Refinancing Notes, to the extent not more restrictive than the corresponding terms of the Senior Notes; (iv) the Senior Secured Notes; (v) the EIB Facility; (vi) applicable law, rules, regulations and orders; (vii) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Parent or any Subsidiary as in effect at the time of such acquisition, which 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 under Section 6.01(k); (viii) customary non-assignment provisions in contracts, licenses and leases entered into in the ordinary course of business; (ix) agreements evidencing governing Indebtedness permitted by Section 6.1(k6.01(j) that impose restrictions on the property so acquiredpurchased or leased; (x) any agreement for the sale or other disposition of a Subsidiary or all or substantially all of its assets that restricts distributions of assets by, and or Equity Interests of, that Subsidiary pending its sale or other distribution; (xi) any amendmentsPermitted Refinancing; provided, modifications, extensions or renewals thereof (including any that the restrictions contained in the agreements governing such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do Permitted Refinancing are not materially expand the scope of any such restriction or condition more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (iiixii) by reason Liens permitted to be incurred under Section 6.02 that limit the right of customary provisions restricting assignments, subletting the debtor to dispose of the assets subject to such Liens; (xiii) restrictions on cash or other transfers contained deposits or 143 net worth imposed by customers (including governmental entities) under contracts entered into in leasesthe ordinary course of business; (xiv) provisions limiting the disposition or distribution of assets of property in joint venture agreements, licensessale and leaseback transactions, Joint Venture stock sale agreements and agreements governing Asset Disposition, and other similar agreements entered into in the ordinary course of businessbusiness or with the approval of the Parent’s Board of Directors, (iv) which limitation is applicable only to the assets that are the subject of such agreements; (xv) any encumbrance or were created restriction on any Group Member’s ability to transfer its interest in any Investment not prohibited by virtue of any Section 6.06 hereof; (xvi) customary restrictions imposed on the transfer of, or in licenses related to, copyrights, patents or other intellectual property and contained in agreements entered into in the ordinary course of business; (xvii) any other agreement to transfer governing Indebtedness or option or right with respect to any property, assets or Disqualified Equity Interests not otherwise prohibited entered into after the Closing Date and permitted under this AgreementAgreement that contains encumbrances and restrictions that are not more restrictive, (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, than those contained in the Loan Documents; (xviii) restrictions created in connection with any Qualified Securitization Financing that, in the good faith determination of the Board of Directors of the Parent, are necessary or advisable to effect such Qualified Securitization Financing and (xix) agreements pursuant to any tax sharing arrangement between the Parent and any one or more of its direct or indirect Subsidiaries.

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, 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.

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 Restatement Effective 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 or are customary for the issuance of high yield debt securities in a public offering at such time.

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 aan 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) customary provision set forth in Co-Development Agreements; provided that such restrictions are or were created by virtue of any transfer of, agreement applicable solely to transfer or option or right with respect the property subject to any property, assets or Equity Interests not otherwise prohibited under this Agreementsuch Co-Development Agreements, (v) with respect to Discontinued Real Property, (vi) restrictions identified on Schedule 6.05, (vii) restrictions set forth in Indebtedness permitted under Section 6.01(f) that imposes restrictions on the case 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 Massachusetts securities corporation, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise Disposed of, in one transaction or a series of transactions, to any other Massachusetts securities corporation; and (iii) any Subsidiary that is not directly a Credit Party may be merged with or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or into 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 other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise Disposed of, in one transaction or a series of transactions to any other Subsidiary (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 other than 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.Excluded Subsidiary);

Restrictions on Subsidiary Distributions. Except as provided herein, in the Term Credit Documents and as provided in the Senior Notes Documents or documents governing any Permitted Refinancing Indebtedness with respect thereto, 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 Lead Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Lead Borrower or any other Subsidiary of the Lead Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Lead Borrower or any other Subsidiary of the Lead Borrower, (c) make loans or advances to the Lead Borrower or any other Subsidiary of the Lead Borrower, or (d) transfer, lease or license transfer any of its property or assets to the Lead Borrower or any 110 other Subsidiary of Borrower the Lead 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(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, 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; (vi) in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Lead 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; (vii) in any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents intercompany arrangement entered into for tax planning purposes so long as such arrangement may be terminated at any time at the direction of the Lead Borrower or any related joint venture, shareholders’ or similar agreementother Party in its sole discretion; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (viviii) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing the transfer of any Indebtedness containing such restriction receivables sold or condition) that do not materially expand the scope otherwise disposed of any such restriction or condition taken as pursuant to a wholeFactoring Agreement permitted by Section 6.1(l).

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 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.. 6.6

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 the Senior Secured Credit Documents or the Subordinated Unsecured Credit Documents as in effect on the Closing Date or as modified in accordance with this Agreement and any substantially identical provisions in agreements refinancing the Senior Secured Credit Documents or the Subordinated Unsecured Credit Documents as permitted hereunder, (vii) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the Foreign Subsidiary obligated on such Indebtedness, (viii) 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, (ix) 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, (x) arising under applicable laws, rules, regulations or orders, (xi) in the Exchange Note Indenture and Subordinated Exchange Note Indenture upon their respective execution and the Exchange Notes and Subordinated Exchange Notes upon their respective issuance, (xii) in any debt securities issued pursuant to the Fee Letter and the Engagement Letter, and (xiii) 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 (xii) 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 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 (to the extent that it is a Subsidiary of such other Subsidiary of the Borrower), any other Subsidiary of Borrower, (c) make loans or advances to Borrower or (to the extent that it is a Subsidiary of such other Subsidiary of the Borrower), any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower (to the extent that it is a Subsidiary of such other Subsidiary of the Borrower) or any other Subsidiary of Borrower Borrower, other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing purchase money Indebtedness, Capital Leases, Attributable Indebtedness and mortgages on real property permitted by Section 6.1(k6.1(j) or (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, (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 by any Indebtedness of a Subsidiary of the case of any Subsidiary Borrower that is not directly or indirectly wholly owned a Guarantor which is permitted by Borrower, restrictions Section 6.1 and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply to the extent relating only to such Subsidiary and to any Equity Interests in such Subsidiaryits Subsidiaries, or (viv) identified existing on the date hereof and described on Schedule 6.5, (vi) contained in any agreement permitted by Section 6.3(d) and (vii) limiting the transfer of assets contained in 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 conditionagreement permitted by Section 6.3(a) that do not materially expand the scope of any such restriction or condition taken as a wholeand 6.3(h).

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 ​ 190 ​ 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 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

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 NAI-1537228099v31537241654v2 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 hereinherein and in the Existing Agreements, 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(i) or 6.1(j) 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) that impose restrictions on such Equity Interests or assets, (iv) any agreement of a Foreign Subsidiary governing the Indebtedness existing on the Closing Date (provided that such restrictions are no more onerous or restrictive than those set forth herein and do not prevent the Obligations being secured as provided herein and in the other Credit Documents), (vi) described on Schedule 6.5, or (v) in that exist under or by reason of applicable law, including the case of Bankruptcy Code as to 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 wholeDebtor.

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 Term Credit DocumentDocuments (as in effect on the Restatement Effective 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 or are customary for the issuance of high yield debt securities in a public offering at such time.

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 any Borrower to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests Capital Stock owned by such Borrower 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 such Borrower or any other Restricted Subsidiary of BorrowerHoldings, or (d) transfer, lease or license transfer 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 Indebtedness permitted by Section 6.1(k6.1(i) (or 6.1(o)(ii) to the extent such Indebtedness incurred thereunder constitutes purchase money Indebtedness or Capital Leases) 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, (viv) in the case Permitted Secured Debt Documents, Secured Ratio Debt Documents or agreements in respect of any Permitted Incremental Alternative Debt that will not materially affect Holdings’ ability to make anticipated principal or interest payment on the Revolving Loans (as determined by Holdings in good faith), (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary that is not directly imposed pursuant to an agreement entered into for the sale or indirectly wholly owned by Borrowerdisposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary, (vi) restrictions and conditions on cash or other deposits or net worth imposed by its Organizational Documents customers under contracts entered into in the ordinary course of business, (vii) customary provisions in (A) joint venture agreements entered into in the ordinary course of business with respect to the Capital Stock subject to the joint venture and (B) operating or any related joint ventureother similar agreements, shareholders’ or similar agreementasset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements, (viii) other Indebtedness incurred subsequent to the Closing Date pursuant to Section 6.1; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect Holdings’ ability to make anticipated principal or interest payment on the Revolving Loans (as determined by Holdings in good faith) and conditions apply only to such Subsidiary (ix) customary net worth and to any Equity Interests similar provisions in such Subsidiary, or (vi) identified on Schedule leases for real property. For purposes of determining compliance with this Section 6.5, (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and any amendments, modifications, extensions (ii) the subordination of loans or renewals thereof (including advances made to Holdings or a Restricted Subsidiary of Holdings to other Indebtedness incurred by Holdings or any such extension Restricted Subsidiary to the extent permitted hereunder shall 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 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) 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 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 First Lien Credit Agreement 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 Subsidiarythe Senior Note Refinancing Third Lien 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 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 existing under this Agreement or by any Credit Documentthe Bridge Facility, (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 make any other distribution) 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 Covenant 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 any Borrower to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests Capital Stock owned by Parent Borrower or any other Restricted Subsidiary of Parent Borrower, (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Parent Borrower or any other Restricted Subsidiary of Parent Borrower, (c) make loans or advances to Parent Borrower or any other Restricted Subsidiary of Parent Borrower, or (d) transfer, lease or license transfer any of its property or assets to Parent Borrower or any other Restricted Subsidiary of Parent 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) (or 6.1(o)(ii) to the extent such Indebtedness incurred thereunder constitutes purchase money Indebtedness or Capital Leases) 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, (viv) in the case Permitted Secured Debt Documents, Secured Ratio Debt Documents or agreements in respect of Permitted Incremental Alternative Debt that will not materially affect the Parent Borrower’s ability to make anticipated principal or interest payment on the Revolving Loans (as determined by the Parent Borrower in good faith), (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary, (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (vii) customary provisions in (A) joint venture agreements entered into in the ordinary course of business with respect to the Capital Stock subject to the joint venture and (B) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements, (viii) other Indebtedness incurred subsequent to the Closing Date pursuant to Section 6.1; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Parent Borrower’s ability to make anticipated principal or interest payment on the Revolving Loans (as determined by the Parent Borrower in good faith), (ix) customary net worth and similar provisions in leases for real property and (x) any encumbrance or restriction on a Foreign 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 agreementa Credit Party effected in connection with a Qualified Receivables Financing; provided that such restrictions and conditions apply only to such Foreign Subsidiary and not to any Equity Interests in such Subsidiary, or (vi) identified on Schedule Credit Party. For purposes of determining compliance with this Section 6.5, (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and any amendments, modifications, extensions (ii) the subordination of loans or renewals thereof (including advances made to the Parent Borrower or a Restricted Subsidiary of the Parent Borrower to other Indebtedness incurred by the Parent Borrower or any such extension Restricted Subsidiary to the extent permitted hereunder shall 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 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 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 BorrowerRestricted Party, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerRestricted Party, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerRestricted Party, or (d) transfer, lease or license transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Restricted Party, other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(k6.01(j) that impose restrictions on the property so acquiredacquired or other Indebtedness permitted under Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Persons obligated under such Indebtedness and its Subsidiaries to the property or assets written to secure such Indebtedness (provided, and that if the relevant Permitted Lien covers all or substantially all of the Collateral, then such relevant restrictions are not more restrictive in any amendments, modifications, extensions material respect to the Credit Parties than the restrictions contained in this Agreement 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 Credit Documents), (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) existing by virtue of, or arising under, applicable law, regulation order, approval, license, permit, grant or similar restriction, in each case, issued or imposed by a Governmental Authority, (v) assumed in connection with any acquisition of property or the case Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (vi) in any agreement for any disposition of any 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, such Subsidiary pending such disposition; (vii) 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; (viii) on Cash deposits or net worth restrictions and conditions imposed by its Organizational Documents any Person under any contract entered into in the ordinary course of business or any related joint venture, shareholders’ for whose benefit such Cash deposits or similar agreementnet worth restrictions exist; provided that such restrictions and conditions apply only (ix) arising pursuant to such Subsidiary and an agreement or instrument relating to any Equity Interests Junior Lien Indebtedness, Subordinated Indebtedness or unsecured Indebtedness, in such Subsidiaryeach case, permitted to be incurred under Sections 6.01(x), (y) or (viw), respectively, after the Closing Date if the relevant restrictions are not more restrictive in any material respect to the Credit Parties than the restrictions contained in this Agreement or the other Credit Documents; and (x) identified on Schedule 6.5customary restrictions arising in any Interest Rate Agreement, and any amendments, modifications, extensions Currency Agreement 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 conditioncommodity hedging agreement permitted by Section 6.01(p) that do not materially expand the scope of any such restriction or condition taken as a wholeabove.

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 's 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 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 Abitibi Entity (other than Holdings and Borrower) to (a) pay dividends or make any other distributions on any of such Subsidiary’s Abitibi Entity's Equity Interests owned by Borrower or any other Subsidiary of BorrowerAbitibi Entity, (b) repay or prepay any Indebtedness owed by such Subsidiary Abitibi Entity to Borrower or any other Subsidiary of BorrowerAbitibi Entity, (c) make loans or advances to Borrower or any other Subsidiary of BorrowerAbitibi Entity, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower Abitibi Entity other than 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, (ii) limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and any amendmentsother similar agreements, modificationswhich restrictions are applicable only to the assets that are the subject of such agreements, extensions or renewals thereof (including any in each case so long as the transactions that are the 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 wholeagreements are otherwise permitted under this Agreement, (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, (iv) described on Schedule 6.5, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by BorrowerSenior Secured Note Documents, restrictions and conditions imposed by its Organizational Senior Unsecured Exchange Note Documents or any related joint venturethe ACSC Securitization Documents, shareholders’ or similar agreement; provided that such any amendments, restatements, modifications or other supplements shall not be materially more restrictive than the restrictions and conditions apply only to such Subsidiary and to any Equity Interests contained in such Subsidiaryagreements as in effect on the Closing Date, or (vi) identified in any Indebtedness permitted pursuant to Section 6.1(s), provided that any such restrictions shall not be materially more restrictive than any such restrictions in effect on Schedule 6.5the Closing Date, (vii) set forth in customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business, (viii) subordinating payment of intercompany Indebtedness to Indebtedness owed to Persons that are not Affiliates, (ix) on cash deposits or other deposits imposed by customers under contracts entered into in the ordinary course of business, and any amendments(x) on the transfer, modifications, extensions lease or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing license of any Indebtedness containing such restriction property or condition) that do not materially expand the scope assets of any such restriction Credit Party in effect on the Closing Date that were entered into in the ordinary course of business, provided that any amendment, restatements, modifications or condition taken as a wholeother supplements thereto shall not be materially more restrictive than the restrictions in effect on the Closing Date.

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) 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 Restricted Subsidiary that is not directly a wholly-owned Restricted 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 Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions imposed by its the Organizational Documents of such Restricted 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 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 Subsidiary and to any Equity Interests in such Restricted Subsidiary, (viii) 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, (viix) identified restrictions on Schedule 6.5cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary DMFIRM #406105327 v2 163 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) restrictions contained in any Permitted Term Indebtedness as in effect on the Closing Date and 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 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 Equity Interests Capital Stock 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 (d) transfer, lease or license transfer any of its property or assets to Borrower or any other Restricted Subsidiary of Borrower Borrower, other than restrictions (i) imposed by law or by any Credit Documentexisting under this Agreement, (ii) [reserved], (iii) in agreements evidencing Indebtedness permitted by Section 6.1(k6.01(h) 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 6.01(k) that do not materially expand impose restrictions on the scope of any Foreign Restricted 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, 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) [reserved], (ix) in agreements in existence on the case of Closing Date and set forth on Schedule 6.06, (x) arising under applicable laws, rules, regulations or orders, and (xi) any Subsidiary that is not directly encumbrance or indirectly wholly owned by Borrower, restrictions and conditions 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 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 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 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 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 any Co-Issuer to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Borrower such Co-Issuer or any other Subsidiary of Borrowersuch Co-Issuer, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower such Co-Issuer or any other Subsidiary of Borrowersuch Co-Issuer, (c) make loans or advances to Borrower such Co-Issuer or any other Subsidiary of Borrowersuch Co-Issuer, or (d) transfer, lease or license transfer any of its property or assets to Borrower Co-Issuers or any other Subsidiary of Borrower such Co-Issuer other than restrictions (i) imposed by law or by any in the First Lien Credit DocumentDocuments, (ii) in the Second Lien Credit Documents, (iii) 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, (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, (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, and (v) on the disposition of assets contained in agreements relating to the case sale of any Subsidiary that is not directly or indirectly wholly owned by Borrowerassets, 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 the assets that are to be sold and such sale is permitted hereunder. No Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligation which would prohibit a 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 Co-Issuer from becoming a wholeCredit 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 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 105 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.