Common use of Restrictions on Subsidiary Distributions Clause in Contracts

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall not, nor shall they permit any of their Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party to pay dividends or other distributions to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to any Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; (b) arising under customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Representative); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower Representative, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the ABL Facility Documentation, the Senior Note Documents, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (c), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (c), (m), (n), (q), (r), (u), (w), (x), (y) and/or (z) of Section 6.01Xxxxxxx 0.00), (qx), (rx), (ux), (wx), (x), (x) and/or xxx/xx (zx) of Section 6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower RepresentativeBorrower); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not any agreement with respect to Indebtedness that are entered into in the ordinary course of businessany NMTC Transaction; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeBorrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall not, nor shall they permit any of their Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any Borrower that is not a Loan Party the Borrowers to pay dividends or other distributions to the Borrowers or any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash Cash loans or advances to the Borrowers or any Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its their Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (aj), (m), (qn), (rq), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01;6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business;business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement;Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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;acquisition; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash Cash loans or advances by such Restricted Subsidiary pending such Disposition;Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis;basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements;agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist;exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof;thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Representative);a Borrower); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit;permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation;Services Obligation; and/or (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (ml) above; provided, above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeLead Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements Each of such Indebtedness that are permitted by Section 6.01, the Borrowers Holdings and Company shall not, nor and shall they not permit any of their Restricted its Subsidiaries to, enter into directly or indirectly, create or otherwise cause or suffer to exist or become effective any agreement restricting consensual encumbrance or restriction of any kind on the ability of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or by any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or to any Loan Party or other Subsidiary of Company, (iic) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to Company or to any Loan Partyother Subsidiary of Company, except: or (ad) as set forth in transfer any agreement evidencing of its property or assets to Company or to any other Subsidiary of Company other than restrictions (i) Indebtedness of a Restricted Subsidiary that is not a existing under this Agreement or the Term Loan Party permitted by Section 6.01Documents (as in effect on the Closing Date), (ii) in agreements evidencing Indebtedness permitted by Section 6.01 Sections 6.1(g) and 6.1(l) that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or impose restrictions on the property or assets intended to secure such Indebtedness and so acquired, (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect by reason of clauses (a), (m), (q), (r), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; (b) arising under customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture Joint Venture agreements and similar agreements entered into in the ordinary course of business; , (civ) restrictions in agreements evidencing Indebtedness secured by Liens permitted by Section 6.2(m) that are or were created by virtue of any Lien granted uponimpose restrictions on the property securing such Indebtedness, transfer of, agreement to transfer or grant of, any option or right with respect to any property, (v) customary restrictions on assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed the subject of an Asset Sale permitted by Section 6.9 or a Capital Lease permitted by Section 6.1(n) and (vi) in connection with any acquisition of property agreements evidencing Indebtedness permitted by Section 6.1(h) or the Capital Stock of any Person6.1(k), in each case, 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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Representative); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower Representative, more restrictive with respect to such restrictionsrestrictive, taken as a whole, than those the restrictions set forth in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthis Agreement.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the ABL Facility Documentation, the Existing Credit Agreement, the 2025 Senior Unsecured Note Documents, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers Parent Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any the Parent Borrower that is not a Loan Party to pay dividends or other distributions to the Parent Borrower or any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Parent Borrower or any Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (c), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (c), (m), (n), (q), (r), (u), (w), (x), (y) and/or (z) of Section 6.01Xxxxxxx 0.00), (qx), (rx), (ux), (wx), (x), (x) and/or xxx/xx (zx) of Section 6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower RepresentativeBorrower); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not any agreement with respect to Indebtedness that are entered into in the ordinary course of businessany NMTC Transaction; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeBorrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any ABL Facility, any document with respect to any Incremental Equivalent Debt Debt, and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability payment of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party to pay dividends or other distributions to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make the making of cash loans or advances by any Restricted Subsidiary to any Loan Party, exceptexcept restrictions: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (mj), (pm) (as it relates to Indebtedness in respect of clauses (a), (mj), (o), (p), (q), (r), (u), (w), (xs) and/or (zw) of Section 6.01) (o), (q), (r), (u), (w), (xs) and/or (zw) of Section 6.01; (b) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereofDate; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant such restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower RepresentativeBorrower); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to any Banking Service ObligationServices Obligation and/or Banking Services Obligation (as defined in the ABL Credit Agreement (or any equivalent term under any ABL Facility)); (m) customary subordination relating to any asset (or all of the assets) of and/or subrogation provisions the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (n) set forth in guaranty any agreement relating to any Permitted Lien that limits the right of the Borrower or similar documentation not with respect any Restricted Subsidiary to Indebtedness that are entered into in Dispose of or encumber the ordinary course of businessassets subject thereto; and/or (no) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (mn) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeBorrower, no more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, (so long as such refinancing, renewal or replacement does not expand the Borrowers shall notscope of such contractual obligation) no Borrower shall, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any a Borrower that is not a Loan Party to pay dividends or other distributions to a Borrower or any Loan Party or Party, (ii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to a Borrower or any Loan Party or to repay or prepay any Loans or advances made by any such Person or (iii) transfer any of its property or assets to any Borrower or any other Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (qn), (r), (u), (wv), (xq), (w) and/or (z) of Section 6.01), (q), (r), (u), (wv), (xw) and/or (z) of Section 6.01;; provided that, in the case of Indebtedness permitted pursuant to clauses (r), (u), (v) or (p) (as it relates to Indebtedness permitted pursuant to clauses (r), (u) or (v)) of Section 6.01, such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement or are market terms at the time of incurrence or issuance of such Indebtedness. (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or all or a portion of the property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, in each case, with respect to Restricted Subsidiaries that are not Wholly-Owned Subsidiaries of a Borrower; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Representative); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any governmental license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Services Obligation; (m) customary subordination and/or subrogation provisions set forth those contained in guaranty or similar documentation not any Permitted Securitization Document with respect to Indebtedness that are entered into in the ordinary course of businessany Special Purpose Securitization Subsidiary; and/orand (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower Representative, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, (so long as such refinancing, renewal or replacement does not expand the Borrowers shall notscope of such contractual obligation) no Borrower shall, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any a Borrower that is not a Loan Party to pay dividends or other distributions to a Borrower or any Loan Party or Party, (ii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to a Borrower or any Loan Party or to repay or prepay any Loans or advances made by any such Person or (iii) transfer any of its property or assets to any Borrower or any other Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (n), (p) (as it relates to Indebtedness in respect of clauses xxxxxxx (ax), (mx), (qx), (x), (x), (x), (x) xxx/xx (x) of Xxxxxxx 0.00), (x), (x), (x), (x), (x) xxx/xx (x) of Section 6.01; provided that, in the case of Indebtedness permitted pursuant to clauses (r), (u), (w), v) or (xp) and/or (z) of Section 6.01), (q), as it relates to Indebtedness permitted pursuant to clauses (r), (u) or (v), (w), (x) and/or (z) of Section 6.01;, such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement or are market terms at the time of incurrence or issuance of such Indebtedness. (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or all or a portion of the property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, in each case, with respect to Restricted Subsidiaries that are not Wholly-Owned Subsidiaries of a Borrower; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Representative); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any governmental license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Services Obligation; (m) customary subordination and/or subrogation provisions set forth those contained in guaranty or similar documentation not any Permitted Securitization Document with respect to Indebtedness that are entered into in the ordinary course of businessany Special Purpose Securitization Subsidiary; and/orand (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower Representative, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall not, nor shall they permit any of their Restricted -184- #96942867v160458181 #96942867v1 Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any Borrower that is not a Loan Party the Borrowers to pay dividends or other distributions to the Borrowers or any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash Cash loans or advances to the Borrowers or any Loan Party, except: : (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its their Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (aj), (m), (qn), (rq), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; ; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; ; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; ; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; ; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash Cash loans or advances by such Restricted Subsidiary pending such Disposition; ; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; ; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; ; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; ; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; ; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Representativea Borrower);; -185- #96942867v160458181 #96942867v1 (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; ; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Services Obligation; ; and/or (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (ml) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeLead Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Term Loan Facility Agreement, any document with respect to any Incremental Equivalent Debt Debt, and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01‎Section 6.1, the Borrowers Holdings shall not, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability payment of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party to pay dividends or other distributions to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make the making of cash loans or advances by any Restricted Subsidiary to any Loan Party, exceptexcept restrictions: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01‎Section 6.1, (ii) Indebtedness permitted by Section 6.01 ‎Section 6.1 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m‎(j), (p‎(m) (as it relates to Indebtedness in respect of clauses (a‎(a), (m‎(j), (q‎(o), (r‎(q), (u), (w), (x‎(s) and/or (zw) of Section 6.01‎Section 6.1), (q‎(n), (r‎(p), (u), (w), (x‎(r) and/or (zw) of Section 6.01‎Section 6.1; (b) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cashcash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cashcash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereofDate; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant such restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower RepresentativeBorrower); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to any Banking Service Bank Product Obligation; (m) customary subordination relating to any asset (or all of the assets) of and/or subrogation provisions the Capital Stock of the Borrowers and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (n) set forth in guaranty any agreement relating to any Permitted Lien that limits the right of the Borrowers or similar documentation not with respect any Restricted Subsidiary to Indebtedness that are entered into in Dispose of or encumber the ordinary course of businessassets subject thereto; and/or (no) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a‎(a) through (m‎(n) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeBorrower, no more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, (so long as such refinancing, renewal or replacement does not expand the Borrowers shall notscope of such contractual obligation) no Borrower shall, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any a Borrower that is not a Loan Party to pay dividends or other distributions to a Borrower or any Loan Party or Party, (ii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to a Borrower or any Loan Party or to repay or prepay any Loans or advances made by any such Person or (iii) transfer any of its property or assets to any Borrower or any other Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (qn), (r), (u), (wv), (xq), (w) and/or (z) of Section 6.01Xxxxxxx 0.00), (qx), (x), (x), (x), (x) xxx/xx (x) of Section 6.01; provided that, in the case of Indebtedness permitted pursuant to clauses (r), (u), (wv) or (p) (as it relates to Indebtedness permitted pursuant to clauses (r), (xu) and/or or (zv)) of Section 6.01;, such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement or are market terms at the time of incurrence or issuance of such Indebtedness. (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or all or a portion of the property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, in each case, with respect to Restricted Subsidiaries that are not Wholly-Owned Subsidiaries of a Borrower; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) contemplation thereof; set forth in documents which exist on the Closing Date and not created in contemplation thereof;in (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Representative); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any governmental license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Services Obligation; (m) customary subordination and/or subrogation provisions set forth those contained in guaranty or similar documentation not any Permitted Securitization Document with respect to Indebtedness that are entered into in the ordinary course of businessany Special Purpose Securitization Subsidiary; and/orand (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower Representative, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan DocumentDocument or the First Lien Credit Agreement (or any documentation with respect to any First Lien Facility), any document with respect to any “Incremental Equivalent Debt and/or Debt” (as defined in the First Lien Credit Agreement or any equivalent term under any documentation governing any First Lien Facility) or, in each case, in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall not, nor shall they permit any of their Restricted respective Subsidiaries to, to enter into or cause to exist any agreement restricting the ability payment of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party to pay dividends or other distributions to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash the making of Cash loans or advances by any Subsidiary to any Borrower or any other Loan PartyParty that is a Subsidiary of any Borrower, except: (a) as set forth in any agreement evidencing (ix) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (iiy) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant such encumbrance or restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iiiz) Indebtedness permitted pursuant to clauses (ml), (po) (as it relates to Indebtedness in respect of clauses (a), (mr), (q), w) and (y) of Section 6.01) (r), (u), w) and (w), (x) and/or (zy) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any an acquisition of property or the Capital Stock of any Person, so long as the relevant such encumbrance or restriction relates solely to the Person and its subsidiaries Subsidiaries (including the Capital Stock of the relevant Person or Personssuch Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any the Disposition of any Restricted a Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted that Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreementsagreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (h) on Cash, Cash or other deposits or net worth or similar restrictions imposed by any Person Persons under any contract contracts entered into in the ordinary course of business or for whose benefit such Cash, Cash or other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereofDate; (j) arising pursuant to an agreement customary net worth or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions similar provisions contained in this Agreementleases, taken contracts or other documents entered into by any Borrower or any Subsidiary so long as a whole (as such Borrower or such Subsidiary has determined in good faith by that such net worth or similar provisions could not reasonably be expected to impair the ability of such Borrower Representative)or such Subsidiary to meet its ongoing obligations; (kA) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; permit and (lB) those arising in any Hedge Agreement and/or or any agreement relating to any Banking Service Obligation; Services Obligation (mas defined in the First Lien Credit Agreement) customary subordination and/or subrogation provisions or obligations of the type set forth in guaranty or similar documentation not with respect Section 6.01(e); and (l) restrictions of the types referred to Indebtedness that are entered into in the ordinary course first paragraph of business; and/or (n) this Section 6.05 above imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of any contractthe contracts, instrument instruments or obligation obligations referred to in clauses (a) through (mk) above; providedprovided that such amendments, that no such amendmentmodifications, modificationrestatements, restatementrenewals, renewalincreases, increasesupplements, supplementrefundings, refunding, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the Borrower RepresentativeBorrowers, no more restrictive with respect to such restrictions, restrictions taken as a whole, whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance at any time with this Section 6.05, the Borrowers, in their sole discretion, from time to time, may classify or reclassify such transaction or item (or portion thereof) in accordance with Section 1.03.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the ABL Facility, any document with respect to any Incremental Equivalent Debt Debt, and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability payment of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party to pay dividends or other distributions to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make the making of cash loans or advances by any Restricted Subsidiary to any Loan Party, exceptexcept restrictions: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (mj), (pm) (as it relates to Indebtedness in respect of clauses (a), (mj), (o), (p), (q), (r), (u), (w), (xs) and/or (zx) of Section 6.01), (o), (q), (r), (u), (w), (xs) and/or (zx) of Section 6.01; (b) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereofDate; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant such restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower RepresentativeBorrower); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to any Banking Service ObligationServices Obligation and/or Banking Services Obligation (as defined in the ABL Credit Agreement (or any equivalent term under the ABL Facility)); (m) customary subordination relating to any asset (or all of the assets) of and/or subrogation provisions the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (n) set forth in guaranty any agreement relating to any Permitted Lien that limits the right of the Borrower or similar documentation not with respect any Restricted Subsidiary to Indebtedness that are entered into in Dispose of or encumber the ordinary course of businessassets subject thereto; and/or (no) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (mn) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeBorrower, no more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall not, nor shall they permit any of their Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any Borrower that is not a Loan Party the Borrowers to pay dividends or other distributions to the Borrowers or any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash Cash loans or advances to the Borrowers or any Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its their Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (aj), (m), (qn), (rq), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash Cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Representativea Borrower); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Services Obligation;; and/or (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (ml) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeLead Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or Debt, the Second Lien Credit Agreement (or any documentation with respect to any Second Lien Facility), any document with respect to any “Incremental Equivalent Debt” (as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility) or, in each case, in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers Borrower shall not, nor shall they it permit any of their Restricted its Subsidiaries to, to enter into or cause to exist any agreement restricting the ability payment of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party to pay dividends or other distributions to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash the making of Cash loans or advances by any Subsidiary to the Borrower or any other Loan Party, except: (a) as set forth in any agreement evidencing (ix) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (iiy) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant such encumbrance or restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iiiz) Indebtedness permitted pursuant to clauses (ml), (po) (as it relates to Indebtedness in respect of clauses (a), (mp), (qs), (rt), (u), (w), ) and (x) and/or (z) of Section 6.01), (qp), (rs), (t), (u), (w), ) and (x) and/or (z) of Section 6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any an acquisition of property or the Capital Stock of any Person, so long as the relevant such encumbrance or restriction relates solely to the Person and its subsidiaries Subsidiaries (including the Capital Stock of the relevant Person or Personssuch Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any the Disposition of any Restricted a Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted that Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreementsagreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (h) on Cash, Cash or other deposits or net worth or similar restrictions imposed by any Person Persons under any contract contracts entered into in the ordinary course of business or for whose benefit such Cash, Cash or other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereofDate; (j) customary net worth or similar provisions contained in leases, contracts or other documents entered into by the Borrower or any Subsidiary so long as the Borrower or such Subsidiary has determined in good faith that such net worth or similar provisions could not reasonably be expected to impair the ability of the Borrower or such Subsidiary to meet its ongoing obligations under the Loan Documents; (k) any issuance of securities or any payments, awards or grants, whether in cash, securities or otherwise, pursuant to, or the funding of, employment agreements, equity arrangements, equity or equity-based awards or equity ownership plans approved by the board of directors (or equivalent governing body) of the Borrower or applicable Subsidiary; (l) any employment, compensation or separation agreement or arrangement entered into by the Borrower or any Subsidiary in the ordinary course of business; (A) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit and (B) those arising in any Hedge Agreement or any agreement relating to any Banking Service Obligation or obligations of the type set forth in Section 6.01(e); (n) those arising pursuant to an agreement or instrument relating to governing any Indebtedness permitted hereunder to be incurred after the Closing Date if the relevant such encumbrances or restrictions, taken as a whole, are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, taken as a whole (as reasonably determined in good faith by the Borrower RepresentativeBorrower);; and (ko) arising under or as a result restrictions of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating types referred to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course lead in of business; and/or (n) this Section 6.05 above imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of any contractthe contracts, instrument instruments or obligation obligations referred to in clauses (a) through (mn) above; providedprovided that such amendments, that no such amendmentmodifications, modificationrestatements, restatementrenewals, renewalincreases, increasesupplements, supplementrefundings, refunding, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the Borrower RepresentativeBorrower, no more restrictive with respect to such restrictions, restrictions taken as a whole, whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Senior Note Indenture, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower RepresentativeBorrower); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation;; and/or (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (ml) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeBorrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or Debt, the First Lien Credit Agreement (or any documentation with respect to any First Lien Facility), any document with respect to any “Incremental Equivalent Debt” (as defined in the First Lien Credit Agreement or any equivalent term under any documentation governing any First Lien Facility) or, in each case, in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers Borrower shall not, nor shall they it permit any of their Restricted its Subsidiaries to, to enter into or cause to exist any agreement restricting the ability payment of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party to pay dividends or other distributions to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash the making of Cash loans or advances by any Subsidiary to the Borrower or any other Loan Party, except: (a) as set forth in any agreement evidencing (ix) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (iiy) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant such encumbrance or restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iiiz) Indebtedness permitted pursuant to clauses (ml), (po) (as it relates to Indebtedness in respect of clauses (a), (mp), (qs), (rt), (u), (w), ) and (x) and/or (z) of Section 6.01), (qp), (rs), (t), (u), (w), ) and (x) and/or (z) of Section 6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any an acquisition of property or the Capital Stock of any Person, so long as the relevant such encumbrance or restriction relates solely to the Person and its subsidiaries Subsidiaries (including the Capital Stock of the relevant Person or Personssuch Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any the Disposition of any Restricted a Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted that Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreementsagreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (h) on Cash, Cash or other deposits or net worth or similar restrictions imposed by any Person Persons under any contract contracts entered into in the ordinary course of business or for whose benefit such Cash, Cash or other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereofDate; (j) customary net worth or similar provisions contained in leases, contracts or other documents entered into by the Borrower or any Subsidiary so long as the Borrower or such Subsidiary has determined in good faith that such net worth or similar provisions could not reasonably be expected to impair the ability of the Borrower or such Subsidiary to meet its ongoing obligations under the Loan Documents; (k) any issuance of securities or any payments, awards or grants, whether in cash, securities or otherwise, pursuant to, or the funding of, employment agreements, equity arrangements, equity or equity-based awards or equity ownership plans approved by the board of directors (or equivalent governing body) of the Borrower or applicable Subsidiary; (l) any employment, compensation or separation agreement or arrangement entered into by the Borrower or any Subsidiary in the ordinary course of business; (A) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit and (B) those arising in any Hedge Agreement or any agreement relating to any obligations in respect of Banking Services or obligations of the type set forth in Section 6.01(e); (n) those arising pursuant to an agreement or instrument relating to governing any Indebtedness permitted hereunder to be incurred after the Closing Date if the relevant such encumbrances or restrictions, taken as a whole, are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, taken as a whole (as reasonably determined in good faith by the Borrower RepresentativeBorrower);; and (ko) arising under or as a result restrictions of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating types referred to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course lead in of business; and/or (n) this Section 6.05 above imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of any contractthe contracts, instrument instruments or obligation obligations referred to in clauses (a) through (mn) above; providedprovided that such amendments, that no such amendmentmodifications, modificationrestatements, restatementrenewals, renewalincreases, increasesupplements, supplementrefundings, refunding, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the Borrower RepresentativeBorrower, no more restrictive with respect to such restrictions, restrictions taken as a whole, whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Documentherein, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall notno Borrower shall, nor shall they it permit any of their its Restricted Subsidiaries to, enter into create or otherwise cause or suffer to exist or become effective any agreement restricting consensual encumbrance or restriction of any kind on the ability of (i) any Restricted Subsidiary of any Borrower that is not a Loan other Credit Party to (a) pay dividends or make any other distributions on any of such Credit Party’s Capital Stock owned by a Credit Party, (b) repay or prepay any Indebtedness owed by such Credit Party to any Loan Party or other Credit Party, (iic) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to any Loan other Credit Party, except: or (ad) as set forth in transfer any agreement evidencing of its property or assets to any other Credit Party other than restrictions (i) in agreements evidencing Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.016.01(j) that impose restrictions on the property so acquired, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect reason of clauses (a), (m), (q), (r), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; (b) arising under customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicensesasset or stock sale agreements, joint venture agreements and similar agreements entered into in the ordinary course of business; , (ciii) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; , (div) that are assumed in connection with any acquisition of property or existing under the Capital Stock of any PersonCredit Documents, 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 Personsv) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which that NAI-1537228099v31537241654v2 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; , (gvi) in 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), 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, (vii) 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 sale solely restricting the property subject thereto and (x) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract agreement governing Indebtedness entered into in the ordinary course of business on or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on after the Closing Date and not created in contemplation thereof; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictionsunder Section 6.01 that are, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Representative); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, 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 restrictionstype, taken so long as a whole, than those Borrower Representative shall have determined in existence prior good faith that such restrictions pursuant to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement this Section 6.06 will not affect its obligation or refinancingability to make any payments required hereunder.

Restrictions on Subsidiary Distributions. Except as provided herein or and in the Term Loan Agreement, the Borrower shall not, and it shall not permit any other Loan DocumentParty to, create or otherwise cause or suffer to exist or become effective, any document with respect to consensual encumbrance or restriction of any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall not, nor shall they permit any of their Restricted Subsidiaries to, enter into or cause to exist any agreement restricting kind on the ability of any Loan Party (iother than the Borrower) to (a) pay dividends or make any Restricted Subsidiary other distributions on any of its Capital Stock owned by the Borrower or any Borrower that is not a other Loan Party, (b) repay or prepay any Indebtedness owed by such Loan Party to pay dividends the Borrower 119 or any other distributions to any Loan Party or Party, (iic) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any other Loan Party, except: or (ad) as set forth in transfer (other than by the granting of a Lien to the extent permitted by Section 6.02 and Section 6.04) any agreement evidencing of its property or assets to the Borrower or any other Loan Party other than restrictions (i) in agreements evidencing Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.016.01(j) or any related collateral documents that impose restrictions on the property so acquired, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect reason of clauses (a), (m), (q), (r), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; (b) arising under customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar other agreements entered into in the ordinary course of business; , (ciii) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; , (div) that are assumed any instrument governing Indebtedness or equity securities of a Person acquired by a Loan Party as in connection with any effect at the time of such acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely (except to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired and extent such Indebtedness was not created incurred in connection with or in anticipation 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, (ev) with respect to restrictions of the type set forth in clause (d) above, as set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken secured by Permitted Liens so long as a whole, are not materially less favorable such restrictions only extend to the Lenders than the restrictions contained in this Agreementassets secured by such Permitted Liens, taken and (vi) as a whole (as determined in good faith required by the Borrower Representative); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower Representative, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancinglaw.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower RepresentativeBorrower); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation;; and/or (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (ml) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeBorrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Revolving Credit Agreement (or any document documentation with respect to any Incremental Equivalent Debt and/or Revolving Facility) or the documentation with respect to any Second Lien Facility or, in each case, in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers Borrower shall not, nor shall they it permit any of their Restricted its Subsidiaries to, to enter into or cause to exist any agreement restricting the ability payment of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party to pay dividends or other distributions to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash the making of Cash loans or advances by any Subsidiary to the Borrower or any other Loan PartyParty that is a Subsidiary of the Borrower, except: (a) as set forth in any agreement evidencing (ix) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (iiy) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant such encumbrance or restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iiiz) Indebtedness permitted pursuant to clauses (ml), (po) (as it relates to Indebtedness in respect of clauses (a), (mp), (qs), (rt), (u), (w), ) and (x) and/or (z) of Section 6.01), (qp), (rs), (t), (u), (w), ) and (x) and/or (z) of Section 6.01); (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any an acquisition of property or the Capital Stock of any Person, so long as the relevant such encumbrance or restriction relates solely to the Person and its subsidiaries Subsidiaries (including the Capital Stock of the relevant Person or Personssuch Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any the Disposition of any Restricted a Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted that Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreementsagreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (h) on Cash, Cash or other deposits or net worth or similar restrictions imposed by any Person Persons under any contract contracts entered into in the ordinary course of business or for whose benefit such Cash, Cash or other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereofDate; (j) arising pursuant to an agreement customary net worth or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions similar provisions contained in this Agreementleases, taken contracts or other documents entered into by the Borrower or any Subsidiary so long as a whole (as the Borrower or such Subsidiary has determined in good faith by that such net worth or similar provisions could not reasonably be expected to impair the ability of the Borrower Representative)or such Subsidiary to meet its ongoing obligations; (kA) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; permit and (lB) those arising in any Hedge Agreement and/or or any agreement relating to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions Services Obligation or obligations of the type set forth in guaranty or similar documentation not with respect Section 6.01(e); and (l) restrictions of the types referred to Indebtedness that are entered into in the ordinary course first paragraph of business; and/or (n) this Section 6.05 above imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of any contractthe contracts, instrument instruments or obligation obligations referred to in clauses (a) through (mk) above; providedprovided that such amendments, that no such amendmentmodifications, modificationrestatements, restatementrenewals, renewalincreases, increasesupplements, supplementrefundings, refunding, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the Borrower RepresentativeBorrower, no more restrictive with respect to such restrictions, restrictions taken as a whole, whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any ABL Facility, any document with respect to any Incremental Equivalent Debt Debt, and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability payment of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party to pay dividends or other distributions to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make the making of cash loans or advances by any Restricted Subsidiary to any Loan Party, exceptexcept restrictions: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (mj), (pm) (as it relates to Indebtedness in respect of clauses (a), (mj), (o), (p), (q), (r), (u), (w), (xs) and/or (zw) of Section 6.01) (o), (q), (r), (u), (w), (xs) and/or (zw) of Section 6.01; (b) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereofDate; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant such restrictions, taken as a whole, are not materially 123 less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower RepresentativeBorrower); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to any Banking Service ObligationServices Obligation and/or Banking Services Obligation (as defined in the ABL Credit Agreement (or any equivalent term under any ABL Facility)); (m) customary subordination relating to any asset (or all of the assets) of and/or subrogation provisions the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (n) set forth in guaranty any agreement relating to any Permitted Lien that limits the right of the Borrower or similar documentation not with respect any Restricted Subsidiary to Indebtedness that are entered into in Dispose of or encumber the ordinary course of businessassets subject thereto; and/or (no) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (mn) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeBorrower, no more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall not, nor shall they permit any of their Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any Borrower that is not a Loan Party the Borrowers to pay dividends or other distributions to the Borrowers or any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash Cash loans or advances to the Borrowers or any Loan Party, except: : (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its their Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (aj), (m), (qn), (rq), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; ; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicensessublicenses (including any licenses or sublicenses of IP Rights), joint venture agreements and similar agreements entered into in the ordinary course of business; ; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; ; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; ; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash Cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Representative); (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower Representative, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall notno Loan Party shall, nor shall they it permit any of their Restricted its Subsidiaries to, enter into or cause to exist any agreement restricting the ability payment of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party to pay dividends or other distributions to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash the making of Cash loans or advances by any Subsidiary to any Borrower or any other Loan PartyParty that is a Subsidiary of any Borrower, except: (a) as set forth in any agreement evidencing (ix) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.017.01, (iiy) Indebtedness permitted by Section 6.01 7.01 that is secured by a Permitted Lien if the relevant such encumbrance or restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iiiz) Indebtedness permitted pursuant to clauses (ml), (po) (as it relates to Indebtedness in respect of clauses (a), (mp), (q), (rs), (u) and (x) of Section 7.01), (wp), (x) and/or (z) of Section 6.01), (q), (rs), (u), (w), ) and (x) and/or (z) of Section 6.017.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any an acquisition of property or the Capital Stock of any Person, so long as the relevant such encumbrance or restriction relates solely to the Person and its subsidiaries Subsidiaries (including the Capital Stock of the relevant Person or Personssuch Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any the Disposition of any Restricted a Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted that Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreementsagreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (h) on Cash, Cash or other deposits or net worth or similar restrictions imposed by any Person Persons under any contract contracts entered into in the ordinary course of business or for whose benefit such Cash, Cash or other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereoflisted on Schedule 7.05; (j) arising pursuant to an agreement customary net worth or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions similar provisions contained in this Agreementleases, taken contracts or other documents entered into by the Borrowers or any Subsidiary so long as a whole (as the Borrowers or such Subsidiary has determined in good faith by that such net worth or similar provisions could not reasonably be expected to impair the Borrower Representative)ability of the Borrowers or such Subsidiary to meet its ongoing obligations; (kA) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; permit and (lB) those arising in any Hedge Agreement and/or or any agreement relating to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions Cash Management Obligation or obligations of the type set forth in guaranty or similar documentation not with respect Section 7.01(e); and (l) restrictions of the types referred to Indebtedness that are entered into in the ordinary course first paragraph of business; and/or (n) this Section 7.05 above imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of any contractthe contracts, instrument instruments or obligation obligations referred to in clauses (a) through (mk) above; providedprovided that such amendments, that no such amendmentmodifications, modificationrestatements, restatementrenewals, renewalincreases, increasesupplements, supplementrefundings, refunding, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the Borrower Representative, no more restrictive with respect to such restrictions, restrictions taken as a whole, whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan DocumentDocument or the Second Lien Term Loan Agreement (or any documentation with respect to any Second Lien Facility), any document with respect to any “Incremental Equivalent Debt and/or Debt” (as defined in the Second Lien Term Loan Agreement or any equivalent term under any documentation governing any Second Lien Facility) or, in each case, in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall not, nor shall they permit any of their Restricted respective Subsidiaries to, to enter into or cause to exist any agreement restricting the ability payment of (i) any Restricted Subsidiary of any Borrower that is not a Loan Party to pay dividends or other distributions to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash the making of Cash loans or advances by any Subsidiary to any Borrower or any other Loan PartyParty that is a Subsidiary of any Borrower, except: (a) as set forth in any agreement evidencing (ix) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (iiy) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant such encumbrance or restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iiiz) Indebtedness permitted pursuant to clauses (ml), (po) (as it relates to Indebtedness in respect of clauses (a), (mr), (q), w) and (y) of Section 6.01) (r), (u), w) and (w), (x) and/or (zy) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any an acquisition of property or the Capital Stock of any Person, so long as the relevant such encumbrance or restriction relates solely to the Person and its subsidiaries Subsidiaries (including the Capital Stock of the relevant Person or Personssuch Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any the Disposition of any Restricted a Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted that Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreementsagreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (h) on Cash, Cash or other deposits or net worth or similar restrictions imposed by any Person Persons under any contract contracts entered into in the ordinary course of business or for whose benefit such Cash, Cash or other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereofDate; (j) arising pursuant to an agreement customary net worth or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions similar provisions contained in this Agreementleases, taken contracts or other documents entered into by any Borrower or any Subsidiary so long as a whole (as such Borrower or such Subsidiary has determined in good faith by that such net worth or similar provisions could not reasonably be expected to impair the ability of such Borrower Representative)or such Subsidiary to meet its ongoing obligations; (kA) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; permit and (lB) those arising in any Hedge Agreement and/or or any agreement relating to any Banking Service Obligation; (m) customary subordination and/or subrogation provisions Services Obligation or obligations of the type set forth in guaranty or similar documentation not with respect Section 6.01(e); and (l) restrictions of the types referred to Indebtedness that are entered into in the ordinary course first paragraph of business; and/or (n) this Section 6.05 above imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of any contractthe contracts, instrument instruments or obligation obligations referred to in clauses (a) through (mk) above; providedprovided that such amendments, that no such amendmentmodifications, modificationrestatements, restatementrenewals, renewalincreases, increasesupplements, supplementrefundings, refunding, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the Borrower RepresentativeBorrowers, no more restrictive with respect to such restrictions, restrictions taken as a whole, whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance at any time with this Section 6.05, the Borrowers, in their sole discretion, from time to time, may classify or reclassify such transaction or item (or portion thereof) in accordance with Section 1.03.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Notes Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, (so long as such refinancing, renewal or replacement does not expand the Borrowers shall notscope of such contractual obligation) no Issuer shall, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any Borrower that is not a Loan Party the Issuer to pay dividends or other distributions to the Issuer or any Loan Party or Note Party, (ii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Issuer or any Loan Note Party or to repay or prepay any Notes or advances made by any such Person or (iii) transfer any of its property or assets to the Issuer or any other Note Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Note Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (qn), (r), (u), (wv), (xq), (w) and/or (z) of Section 6.01), (q), (r), (u), (wv), (xw) and/or (z) of Section 6.01;; provided that, in the case of Indebtedness permitted pursuant to clauses (r), (u), (v) or (p) (as it relates to Indebtedness permitted pursuant to clauses (r), (u) or (v)) of Section 6.01, such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement or are market terms at the time of incurrence or issuance of such Indebtedness. (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or all or a portion of the property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, in each case, with respect to Restricted Subsidiaries that are not Wholly-Owned Subsidiaries of the Issuer; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders Holders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower RepresentativeIssuer); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any governmental license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Services Obligation; (m) customary subordination and/or subrogation provisions set forth those contained in guaranty or similar documentation not any Permitted Securitization Document with respect to Indebtedness that are entered into in the ordinary course of businessany Special Purpose Securitization Subsidiary; and/orand (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeIssuer, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any PersonPerson not prohibited by this Agreement, 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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) not prohibited by this Agreement that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower RepresentativeBorrower); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation;; and/or (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (ml) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeBorrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall not, nor shall they permit any of their Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any Restricted Subsidiary subsidiary of any Borrower that is not a Loan Party the Borrowers to pay dividends or other distributions to the Borrowers or any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to make cash Cash loans or advances to the Borrowers or any Loan Party, except: (a) as set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness #94168740v7#95106251v8 and its their Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (aj), (m), (qn), (rq), (u), (w), (x) and/or (z) of Section 6.01), (q), (r), (u), (w), (x) and/or (z) of Section 6.01; (b) arising under by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (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; (e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash Cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Representativea Borrower); (k) those arising under or as a result of applicable Requirements of Law law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Services Obligation;; and/or (m) customary subordination and/or subrogation provisions set forth in guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (ml) above; provided, provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower RepresentativeLead Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.. #94168740v7#95106251v8