Common use of Restrictive Agreements, etc Clause in Contracts

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each Credit Party Holdings will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to Holdings or the BorrowerBorrowers, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document, (ii) in the case of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement), (i) (A) any agreement governing any Indebtedness permitted by clause (e) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness, (B) governing any Indebtedness permitted by Section 10.01(a) customary restrictions and conditions contained in agreements relating to the extent sale of a Subsidiary or any of its assets pending such prohibition sale, provided such restrictions and conditions apply only to the Subsidiary or limitation assets that is to be sold and such sale is permitted hereunder, (C) customary restrictions and conditions contained in agreements governing Indebtedness relating to a Qualified Receivables Transaction permitted hereunder and the Motor Vehicle Financing, (D) agreements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of such type and in any event the Borrower so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course contemplation of businesssuch occurrence, (iiiE) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, agreements that are customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venturehereunder, (viiiF) applicable requirements of lawrestrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ixG) any agreement customary provisions in effect at the time such Subsidiary becomes a Subsidiaryleases, subleases, licenses, sublicenses or permits so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable restrictions relate only to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar personproperty subject thereto, and (xiH) restrictions and conditions existing on cash the Closing Date contained in agreements that are not material contractual obligations of Holdings or other deposits any of its Subsidiaries (but shall apply to any extension of renewal of, or net worth imposed by suppliers any amendment or landlords under contracts entered into modification expanding the scope of such restriction or condition), or (iii) in the ordinary course case of businessclauses (a) and (c), (A) any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clause (f)(ii) of Section 7.2.2 and (B) any Senior Note Documents.

Restrictive Agreements, etc. Each Credit Loan Party will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibitingprohibiting or conflicting with any right granted hereunder with respect to: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of each case, to secure the Collateral Agent; Obligations (b) the ability of such Person to amend or otherwise modify any Credit Documentother than Permitted Liens and documentation related thereto); or (cb) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The ; provided, however, the foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, that: (i) (A) are set forth in an agreement governing any secured Indebtedness permitted by Section 10.01(d) 9.01 as to the transfer of assets financed with the proceeds of such Indebtedness if such restrictions apply only to the property or assets securing such Indebtedness, (Bii) governing arise under customary provisions restricting assignments, subletting or other transfers (including the granting of any Indebtedness permitted Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the Ordinary Course of Business; (iii) that are or were created by Section 10.01(avirtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Capital Stock not otherwise prohibited under this Loan Agreement; (iv) are set forth in any agreement for any Disposition of any Subsidiary (or all or substantially all of the assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Subsidiary pending such Disposition solely to the extent it relates only to property being sold in such prohibition or limitation is customary in agreements governing Indebtedness of Disposition; (v) are binding on a Subsidiary at the time such type and in any event Subsidiary first becomes a Subsidiary, so long as such agreement is restrictions were not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into solely in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale contemplation of such asset pursuant to Person becoming a Disposition permitted under this Agreement, Subsidiary; (vvi) are customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture asset sale agreements and other similar agreements applicable to joint ventures otherwise permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, hereby so long as such restrictions relate solely to the assets subject thereto; (vii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (viii) are 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 and to the extent limited solely to such assets; (ix) arise under or as a result of applicable Law or the terms of any license, authorization, concession or permit provided by a Governmental Authority; (x) relating to any asset (or all of the assets) of or the Capital Stock of the Borrower or any Subsidiary which is imposed pursuant to an agreement was not entered into in connection with or in contemplation any Disposition of such person become asset (or assets) or all or a Subsidiary and which encumbrance portion of the Capital Stock of the relevant Person that is permitted or restriction is not applicable restricted by this Loan Agreement (provided that any such agreement with respect to the Borrower shall result in a Change of Control); (xi) set forth in any agreement relating to any person, Permitted Lien that limits the right of the Borrower or any Subsidiary to Dispose of or encumber the assets subject thereto so long as no such agreement prohibits any Loan Party from creating or granting a Lien on any of its properties or assets to secure the Obligations; and (xii) are amendments, modifications, restatements, refinancings or renewals of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into contracts or instruments referred to in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and subclauses (i) through (xi) of this proviso; provided that such amendments, modifications, restatements, refinancings or renewals are not materially more restrictive with respect to such encumbrances and restrictions on cash than those contained in such predecessor agreements, contracts or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businessinstruments.

Restrictive Agreements, etc. Each Credit Party Holdings and the Borrowers will not, and will not permit any of its Subsidiariestheir respective Subsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its any properties, revenues or assetsassets of any Obligor, whether now owned or hereafter acquired, in favor for the benefit of the Collateral Agentany Secured Party; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the either Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or transfer any of its assets or property to either Borrower. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document, (ii) in the case of the type described in clause clauses (a) above and (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained c), in any agreement, (i) (A) agreement governing any Indebtedness permitted by clause (e) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or and (iii) in the case of clauses (a) and (c), pursuant to (A) applicable law, (B) customary non-assignment provisions in leases or other contracts, (C) customary provisions restricting the transfer of property or assets that are subject to a Permitted Lien or an agreement to transfer such property or assets and (D) in any agreement governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documentsclauses (i), (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of businessc), (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of businessl), (ivm), (u)(ii) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, and (v) customary restrictions in leases, subleases, licenses and sublicensesxx Xxxxxxx 0.0.0; xxxxxxxx xxxx, (vix) [reserved]xxxx xxxxxxx xx xxx xxch Indebtedness of the type permitted by clause (l) of Section 7.2.2, this clause (viiD) shall only apply with respect to agreements in effect as of the time such Indebtedness is assumed and (y) with respect to Investments in joint ventures not constituting Subsidiariesany such Indebtedness of the type permitted by clause (m) of Section 7.2.2, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable this clause (D) shall only apply with respect to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into with one or more Lenders or an Affiliate thereof and which contain restrictions no more restrictive than those contained in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businessthis Agreement.

Restrictive Agreements, etc. Each Credit Loan Party will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibitingprohibiting or conflicting with any right granted hereunder with respect to: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agentacquired (other than documentation related to Permitted Liens); (b) the ability of such Person to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the a Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The ; provided, however, the foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, that: (i) (A) are set forth in an agreement governing any secured Indebtedness permitted by Section 10.01(d9.01 (including any Refinancing Indebtedness thereof) as to the transfer of assets financed with the proceeds of such Indebtedness if such restrictions apply only to the property or assets securing such Indebtedness, (Bii) governing arise under customary provisions restricting assignments, subletting or other transfers (including the granting of any Indebtedness permitted Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the Ordinary Course of Business; (iii) that are or were created by Section 10.01(avirtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Capital Stock not otherwise prohibited under this Loan Agreement; (iv) are set forth in any agreement for any Disposition of any Subsidiary (or all or substantially all of the assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Subsidiary pending such Disposition solely to the extent it relates only to property being sold in such prohibition or limitation is customary in agreements governing Indebtedness of Disposition; (v) are binding on a Subsidiary at the time such type and in any event Subsidiary first becomes a Subsidiary, so long as such agreement is restrictions were not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into solely in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale contemplation of such asset pursuant to Person becoming a Disposition permitted under this Agreement, Subsidiary; (vvi) are customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture asset sale agreements and other similar agreements applicable to joint ventures otherwise permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, hereby so long as such restrictions relate solely to the assets subject thereto; (vii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or any Subsidiary; (viii) are 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 and to the extent limited solely to such assets; (ix) arise under or as a result of applicable Law or the terms of any license, authorization, concession or permit provided by a Governmental Authority; (x) relating to any asset (or all of the assets) of or the Capital Stock of any Borrower or any Subsidiary which is imposed pursuant to an agreement was not entered into in connection with or in contemplation any Disposition of such person become asset (or assets) or all or a Subsidiary and which encumbrance portion of the Capital Stock of the relevant Person that is permitted or restriction is not applicable restricted by this Loan Agreement (provided that any such agreement with respect to the Borrowers shall result in a Change of Control); (xi) set forth in any agreement relating to any person, Permitted Lien that limits the right of any Borrower or any Subsidiary to Dispose of or encumber the assets subject thereto so long as no such agreement prohibits any Loan Party from creating or granting a Lien on any of its properties or assets to secure the Obligations; and (xii) are amendments, modifications, restatements, refinancings or renewals of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into contracts or instruments referred to in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and subclauses (i) through (xi) of this proviso; provided that such amendments, modifications, restatements, refinancings or renewals are not materially more restrictive with respect to such encumbrances and restrictions on cash than those contained in such predecessor agreements, contracts or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businessinstruments.

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d9.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit DocumentsIndebtedness, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective its Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of their respective its Subsidiaries in the ordinary course of business, business or (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, acquired in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any secured Indebtedness permitted by Section 10.01(d) as 10.01 if such restrictions or conditions apply only to the transfer of assets financed with the proceeds of property securing such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) and (v) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; provided, that the foregoing shall not apply to contracts which impose limitations on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder if such limitations apply only to the assets or property of such Foreign Subsidiary.

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien in favor of the Collateral Agent upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(dclause (e) of the definition of “Permitted Indebtedness” as to Liens on or the transfer of assets financed with the proceeds of such Indebtedness or and clause (Bl) governing any Indebtedness permitted by Section 10.01(a) of the definition of “Permitted Liens” as to the extent restrictions on such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documentscash collateral, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for restricting the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, or (vi) [reserved], (vii) with respect to Investments in joint ventures Joint Ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures Joint Ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businessJoint Venture.

Restrictive Agreements, etc. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Transaction Document) prohibiting: (a) the creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the BorrowerCredit Parties, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to (i) agreements entered into in connection with the Second Lien Credit Agreement or Third Lien Note Documents, as applicable, or (ii) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d9.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness, (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective its Subsidiaries entered into in the ordinary course of business, (iiiC) for the assignment of any contract entered into by any Credit Party or any of their respective its Subsidiaries in the ordinary course of business, business or (ivD) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.;

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its SubsidiariesSubsidiaries (other than any Subsidiaries of TerrAscend USA that are not Credit Parties on and as of the First Amendment Date) to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the any Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d9.01(c) as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit DocumentsIndebtedness, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective its Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of their respective its Subsidiaries in the ordinary course of business, business or (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting, restricting or imposing conditions upon: (a) the creation or assumption of any Lien in favor of the Secured Parties upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to (i) make any payments, directly or indirectly, to the BorrowerBorrower or a Subsidiary Guarantor, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investmentsinvestments or (ii) guaranty the Obligations. The foregoing prohibitions shall not apply to customary (i) restrictions contained in any Loan Document, (ii) in the case of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are ), restrictions contained in any agreement, (i) (A) agreement governing any Indebtedness permitted by clause (f)(ii) and (f)(iii) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of businessIndebtedness, (iii) for any such encumbrance or restriction existing on the assignment Effective Date identified in Item 7.2.14(iii) of the Disclosure Schedule that is related to Indebtedness identified in Item 7.2.2(c) of the Disclosure Schedule and any contract entered into extensions, refinancings, renewals or replacements of such Indebtedness permitted by clause (k) of Section 7.2.2, provided, that the encumbrances and restrictions in any Credit Party such extensions, refinancings, renewals or replacements are no less favorable in any of their respective Subsidiaries material respect to the Lenders and no more onerous in any material respect to the ordinary course of businessBorrower or its Subsidiary, as applicable, than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced or (iv) for in the transfer case of clause (a), as to other than the type of assets or property securing the Obligations (other than locomotives), any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) encumbrance or restriction existing with respect to Investments in joint ventures not constituting any Person or the property of such Person acquired by such Obligor or any Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect existing at the time of such Subsidiary becomes a Subsidiary, so long as such agreement was acquisition and not entered into in connection with or incurred in contemplation of such person become a Subsidiary and thereof, which encumbrance or restriction is not applicable to any personPerson or the property of any Person other than such Person or the property of such Person so acquired, or (v) with respect to a Subsidiary, in the properties case of clause (a) or assets (c), any such encumbrance or restriction imposed pursuant to an agreement that has been entered into for the pending sale or disposition of any person, other than all or substantially all of the person Capital Securities or the properties or assets property of such Subsidiary, Subsidiary not prohibited by any other provision of this Agreement and such restrictions and conditions apply only to the Subsidiary (xand such assets) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businessare to be sold.

Restrictive Agreements, etc. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Transaction Document) prohibiting: (a) the creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the BorrowerCredit Parties, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to (i) agreements entered into in connection with the First Lien Credit Agreement or the Third Lien Note Documents, as applicable, or (ii) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d9.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness, (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective its Subsidiaries entered into in the ordinary course of business, (iiiC) for the assignment of any contract entered into by any Credit Party or any of their respective its Subsidiaries in the ordinary course of business, business or (ivD) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.;

Restrictive Agreements, etc. Each Credit Party The Parent and the Borrower will not, and will not permit any of its their respective Subsidiaries (other than Immaterial Subsidiaries) to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the Parent or the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary (x) restrictions in any Loan Document or (y) in the case of the type described in clause (a) above or (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreementc), (i) restrictions arising under applicable law, (Aii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (iii) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (iv) restrictions arising under contractual obligations in existence on the Closing Date and set forth on Item 8.13 of the Disclosure Schedule, (v) restrictions arising under any agreement governing any Indebtedness permitted by clause (d) of Section 10.01(d) 8.2 as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness, (Bvi) restrictions in any agreement governing any Indebtedness permitted by clause (f) of Section 10.01(a) 8.2 as to the extent such prohibition or limitation is customary in agreements governing Indebtedness inventory financed with the proceeds of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved]Indebtedness, (vii) with respect to Investments restrictions in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer any agreement governing any Indebtedness permitted by clause (h) of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint ventureSection 8.2, (viii) applicable requirements of lawrestrictions in the 2007 Notes Indenture and the 2009 Notes Indenture, (ix) customary provisions in any agreement in effect at for the time sale or other disposition of a Subsidiary that restricts distributions by such Subsidiary becomes a Subsidiary, so long as pending such agreement was not entered into in connection with sale or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiarydisposition, (x) customary provisions in partnership agreementsagreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Securities of a Person other than on a pro rata basis, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash customary provisions restricting assignments or other deposits or net worth imposed by suppliers or landlords under contracts entered into transfers of the direct interests in a joint venture contained in the ordinary course of businessrelated joint venture agreement and (xii) customary provisions restricting assignments or other transfers contained in licenses.

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit DocumentLoan Document or Intercreditor Agreement; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions (i) any Loan Document or Intercreditor Agreement, (ii) in the case of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement), (i) (A) any agreement governing any Indebtedness permitted by clause (e) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness, (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet provisions restricting subletting or assignment of any lease governing a leasehold interest interest, (C) customary provisions restricting assignment of any Credit Party or any of their respective Subsidiaries agreement entered into in the ordinary course of business, (iiiD) for any restrictions by the assignment holder of any contract entered into a Lien permitted by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for Section 7.2.3 on the transfer of the asset or assets subject thereto, (E) customary restrictions and conditions contained in any asset pending the close of agreement relating to the sale of such any asset pursuant to a Disposition permitted under this AgreementSection 7.2.10 pending the consummation of such sale, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ixF) any agreement in effect at the time such any Subsidiary becomes a SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person become becoming a Subsidiary and which encumbrance or restriction is not applicable to any person, or of the properties or assets of any person, other than the person or the properties or assets of such SubsidiaryBorrower, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xiG) restrictions on cash or other deposits or net worth requirements imposed by suppliers or landlords customers under contracts entered into in the ordinary course of business, (H) in the case of any joint venture (including any Subsidiary which is a joint venture) which is not an Obligor, restrictions in such person’s organization or governing documents or pursuant to any joint venture agreement or stockholders agreement solely to the extent of the Capital Securities of or assets held in the subject joint venture or other entity or (i) any agreement in effect on the Closing Date and set forth on Item 7.2.13 of the Disclosure Schedule, (iii) in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clause (f)(ii) of Section 7.2.2, (iv) the Intercreditor Agreements and (v) agreements pursuant to which the New Notes were issued (in the case of this clause (v), as in effect on the Closing Date or as amended, modified, replaced, restated or otherwise changed in a manner that is not, taken as a whole, materially less favorable to the Lenders).

Restrictive Agreements, etc. Each Credit Party will not, and will not permit None of the Borrower or any of its Subsidiaries, to the Subsidiaries will enter into any agreement prohibiting (other than a Credit Document) prohibiting: (ai) the creation or [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (bii) the ability of such Person the Borrower or any of the Subsidiaries to amend or otherwise modify any Credit Loan Document; or , or (ciii) the ability of such Person the Borrower or any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions contained (x) in any Loan Document, or (y) in the case of the type described in clause (ai), (A) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) agreement governing any Indebtedness permitted by clauses (e) or (k) of Section 10.01(d) 8.2 as to the transfer of assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other Contracts, or (z) in the case of clause (iii), any Indebtedness permitted by clauses (e) or (f) of Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business8.2.

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesSubsidiaries (other than a Receivables Subsidiary or a Subsidiary who is party to a Permitted Factoring Facility) to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary (other than a Receivables Subsidiary) to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investmentsinvestments (it being understood that (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Securities and (ii) the subordination of advances or loans made to the Borrower or any Subsidiary to other Indebtedness incurred by the Borrower or any Subsidiary shall not be deemed a restriction on the ability to make advances or repay loans). The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document (iii) in the cases of the type described in clause (a) above and (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained c), in any agreementPro Forma Unsecured Indebtedness Document, 2014 Senior Note Document, 2016 Senior Note Document or 2020 Senior Note Document, (iiv) in the case of clause (A) a), any agreement governing any Indebtedness permitted by clause (n) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness, (v) in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted to be incurred or permitted to exist hereunder, (Bvi) with respect to any Receivables Subsidiary or other Subsidiary who is party to a Permitted Factoring Facility, in the case of clauses (a) and (c), the documentation governing any Indebtedness Securitization or Permitted Factoring Facility permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documentshereunder, (iivii) for the creation solely with respect to clause (a), any arrangement or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into agreement arising in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to connection with a Disposition permitted under this AgreementAgreement (but then only with respect to the assets being so Disposed), (vviii) solely with respect to clause (a) and (c), are already binding on a Subsidiary when it is acquired and (ix) solely with respect to clause (a), customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each Except as set forth on Schedule 9.10, each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, agreement (i) (A) governing any Indebtedness permitted by Section 10.01(d9.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit DocumentsIndebtedness, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective its Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of their respective its Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vi) arising under customary provisions set forth in licenses, governmental permits, leases and related contracts restricting the assignment thereof; or (vii) governing the Closing Date Joint Ventures to the extent in existence on the Restatement Date. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (c) above which are contained in any (A) agreement governing any Indebtedness permitted by Section 9.01(d) with respect to Investments in joint ventures not constituting Subsidiariescustomary restrictions and conditions, including net worth, leverage and other financial covenants and customary provisions restricting the pledge covenants regarding business operations or transfer of Capital Stock issued by such joint ventures set forth in the applicable encumbrances), (B) joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict to the transfer extent permitted under Section 9.05 and consisting of ownership interests in customary prohibitions or restrictions on the activities of such partnershipjoint ventures, limited liability company(C) employment, compensation or separation agreement or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts arrangement entered into by a Credit Party or a Subsidiary in the ordinary course of business, or (D) agreements with surety companies that waive or prohibit subrogation of claims and/or prohibit parties to such agreements from collecting intercompany obligations until obligations to the applicable surety company have been paid or satisfied, in each case after a claim is made upon such surety company.

Restrictive Agreements, etc. Each Credit Party Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit an Other Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, acquired in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Other Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the BorrowerBorrowers, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties Borrowers from complying with or performing the terms of this Agreement and the other Credit Other Documents) which are contained in any agreement, (i) (A) governing any secured Indebtedness permitted by Section 10.01(d) as 7.8 hereof if such restrictions or conditions apply only to the transfer of assets financed with the proceeds of property securing such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a7.8(a) and (v) hereof to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Other Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party Borrower or any of their respective Subsidiaries entered into in the ordinary course Ordinary Course of businessBusiness, (iii) for the assignment of any contract entered into by any Credit Party Borrower or any of their respective Subsidiaries in the ordinary course Ordinary Course of businessBusiness, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock Equity Interests issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course Ordinary Course of business Business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course Ordinary Course of businessBusiness; provided, that the foregoing shall not apply to contracts which impose limitations on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder if such limitations apply only to the assets or property of such Foreign Subsidiary.

Restrictive Agreements, etc. Each Credit Party will notNone of Holdings, and will not permit the Borrower or any of its Subsidiaries, to the Subsidiaries will enter into any agreement prohibiting (other than a Credit Document) prohibiting: (ax) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; Administrative Agent and the Secured Parties, or (by) the ability of such Person to amend Holdings, the Borrower or otherwise modify any Credit Document; or (c) the ability of such Person Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are restrictions contained in any agreementInvestment Document, (b) in the case of clause (x), (i) (A) restrictions contained in any agreement governing any Indebtedness permitted by clauses (e) or (j) of Section 10.01(d) 8.2 as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit DocumentsIndebtedness, (ii) for the creation or assumption prohibitions, restrictions and conditions imposed by Requirements of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, Law and (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries customary provisions in the ordinary course of business, contracts (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in including leases, subleases, licenses and sublicensessublicenses of Intellectual Property and/or other property) restricting the assignment thereof and (c) in the case of clause (y), (vii) [reserved]those imposed by Requirements of Law and (ii) prohibitions, restrictions and conditions contained in any agreement or document relating to the consummation of a transaction which is conditioned upon (viiA) with respect to Investments in joint ventures not constituting Subsidiariesthe amendment, customary provisions restricting restatement, modification or replacement of this Agreement which would have the pledge or transfer effect of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely consenting to such joint ventureprohibition, restriction or condition or (viiiB) applicable requirements of law, the repayment in full (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than contingent indemnification and expense reimbursement obligations for which no claim has been made) of Obligations owing under this Agreement and the person or termination of the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businessCommitments.

Restrictive Agreements, etc. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Transaction Document) prohibiting: (a) the creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral AgentSecured Parties to secure the Obligations; (b) expressly, the ability of such Person to amend or otherwise modify any Credit DocumentDocuments; or (c) the ability of such Person to make any payments, directly or indirectly, to the BorrowerCredit Parties, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to (i) agreements entered into in connection with the Investor Notes, (ii) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d9.02(d) as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness, (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of businessits Subsidiaries, (iiiC) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of businessits Subsidiaries, (ivD) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, or (viii) customary restrictions and conditions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect agreements relating to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge sale of Borrower or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of Borrower or any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreementseach case, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in pending such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businesssale.

Restrictive Agreements, etc. Each Credit Loan Party will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) prohibiting or conflicting with any right granted hereunder with respect to: the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of each case, to secure the Collateral Agent; Obligations (b) the ability of such Person to amend other than Permitted Liens and documentation related thereto); or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The ; provided, however, the foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, that: (i) (A) are set forth in an agreement governing any secured Indebtedness permitted by Section 10.01(d) 9.01 as to the transfer of assets financed with the proceeds of such Indebtedness if such restrictions apply only to the property or assets securing such Indebtedness, (Bii) governing arise under customary provisions restricting assignments, subletting or other transfers (including the granting of any Indebtedness permitted Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the Ordinary Course of Business; (iii) that are or were created by Section 10.01(avirtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Capital Stock not otherwise prohibited under this Loan Agreement; (iv) are set forth in any agreement for any Disposition of any Subsidiary (or all or substantially all of the assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Subsidiary pending such Disposition solely to the extent it relates only to property being sold in such prohibition or limitation is customary in agreements governing Indebtedness of Disposition; (v) are binding on a Subsidiary at the time such type and in any event Subsidiary first becomes a Subsidiary, so long as such agreement is restrictions were not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into solely in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale contemplation of such asset pursuant to Person becoming a Disposition permitted under this Agreement, Subsidiary; (vvi) are customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture asset sale agreements and other similar agreements applicable to joint ventures otherwise permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, hereby so long as such restrictions relate solely to the assets subject thereto; (vii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (viii) are 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 and to the extent limited solely to such assets; (ix) arise under or as a result of applicable Law or the terms of any license, authorization, concession or permit provided by a Governmental Authority; (x) relating to any asset (or all of the assets) of or the Capital Stock of the Borrower or any Subsidiary which is imposed pursuant to an agreement was not entered into in connection with or in contemplation any Disposition of such person become asset (or assets) or all or a Subsidiary and which encumbrance portion of the Capital Stock of the relevant Person that is permitted or restriction is not applicable restricted by this Loan Agreement (provided that any such agreement with respect to the Borrower shall result in a Change of Control); (xi) set forth in any agreement relating to any person, Permitted Lien that limits the right of the Borrower or any Subsidiary to Dispose of or encumber the assets subject thereto so long as no such agreement prohibits any Loan Party from creating or granting a Lien on any of its properties or assets to secure the Obligations; and (xii) are amendments, modifications, restatements, refinancings or renewals of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into contracts or instruments referred to in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and subclauses (i) through (xi) of this proviso; provided that such amendments, modifications, restatements, refinancings or renewals are not materially more restrictive with respect to such encumbrances and restrictions on cash than those contained in such predecessor agreements, contracts or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businessinstruments.

Restrictive Agreements, etc. Each Credit Loan Party will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement prohibiting or conflicting with any right granted hereunder (other than the prohibitions and restrictions contained in a Credit Loan Document, the Revolving Loan Documents, the Holdings Equity Investment Agreement and documents related thereto) prohibitingwith respect to: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agentacquired (other than documentation related to Permitted Liens); (b) the ability of such Person to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the either Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The ; provided, however, the foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Loan Parties from complying with or performing the terms of this Loan Agreement and the other Credit Loan Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d9.01(e) as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit DocumentsIndebtedness, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Loan Party or any of their respective its Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Loan Party or any of their respective its Subsidiaries in the ordinary course of business, business or (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Loan Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions (i) any Loan Document, (ii) in the case of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement), (i) (A) any agreement governing any Indebtedness permitted by clause (e) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness, (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet provisions restricting subletting or assignment of any lease governing a leasehold interest interest, (C) customary provisions restricting assignment of any Credit Party or any of their respective Subsidiaries agreement entered into in the ordinary course of business, (iiiD) for any restrictions by the assignment holder of any contract entered into a Lien permitted by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for Section 7.2.3 on the transfer of the asset or assets subject thereto, (E) customary restrictions and conditions contained in any asset pending the close of agreement relating to the sale of such any asset pursuant to a Disposition permitted under this AgreementSection 7.2.11 pending the consummation of such sale, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ixF) any agreement in effect at the time such any Subsidiary becomes a SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person become becoming a Subsidiary and which encumbrance or restriction is not applicable to any person, or of the properties or assets of any person, other than the person or the properties or assets of such SubsidiaryBorrower, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xiG) restrictions on cash or other deposits or net worth requirements imposed by suppliers or landlords customers under contracts entered into in the ordinary course of business, (H) in the case of any joint venture (including any Subsidiary which is a joint venture) which is not an Obligor, restrictions in such person's organization or governing documents or pursuant to any joint venture agreement or stockholders agreement solely to the extent of the Capital Securities of or assets held in the subject joint venture or other entity, (I) the Subordinated Debt Documents executed in connection with the Subordinated Notes (or any refinancing thereof permitted hereunder) or (J) any agreement in effect on the Closing Date and set forth on Item 7.2.14 of the Disclosure Schedule and (iii) in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clause (f)(ii) of Section 7.2.2.

Restrictive Agreements, etc. Each Credit Party The Parent will not, and nor will not it permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, other than any such properties, revenues or assets transferred or otherwise Disposed pursuant to a Disposition permitted hereunder and other than as required with respect to Lease Purchase Collateral in favor of the Collateral Agentconnection with a Lease Purchase Transaction; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document or in any First Lien Loan Document (subject to the terms of the type described Intercreditor Agreement), (ii) in the case of clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement), (i) (A) any agreement governing any Indebtedness permitted by clause (e) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness; (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition agreements that are customary restrictions on leases, subleases, licenses or limitation is customary in agreements governing Indebtedness of such type and in any event permits so long as such agreement is not more restrictive, taken as a whole, than restrictions relate to the Credit Documents, property subject thereto; (iiC) for the creation or assumption of any Lien on the sublet agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest interest; (D) agreements that are customary provisions restricting assignment or transfer of any Credit Party or any of their respective Subsidiaries contract entered into in the ordinary course of business, ; (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ixE) any agreement in effect evidencing an asset sale, as to the assets being sold; (F) agreements binding on a Subsidiary at the time such Subsidiary first becomes a SubsidiarySubsidiary of the Parent, so long as such agreement was agreements were not entered into in connection with or in contemplation of such person become Person becoming a Subsidiary and of the Parent; (G) any agreements governing any purchase money Liens or obligations under leases which, in accordance with GAAP, should be classified as capitalized leases, in each case otherwise permitted pursuant to this Agreement (in which encumbrance case, any prohibition or restriction is not applicable limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capitalized Lease Liabilities provided by a Person to any person, an Obligor may be cross-collateralized to other such agreements governing purchase money Liens or the properties obligations under Capitalized Lease Liabilities otherwise permitted pursuant to this Agreement provided by such Person to an Obligor); (H) encumbrances or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict restrictions on the transfer of ownership interests any property subject to Liens permitted by Section 7.2.3 and (I) negative pledge clauses and limitations on restricted payments contained in such partnership, limited liability company, or similar persondocuments governing Indebtedness pursuant to clause (k) of Section 7.2.2 which (A) are customary for high-yield notes and (B) permit without restriction the granting of Liens to secure the Obligations and the payment of dividends and distributions by Subsidiaries to the Parent, and (xiiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course case of businessclauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clause (l) of Section 7.2.2.

Restrictive Agreements, etc. Each Credit Party No Borrower will, nor will not, and will not it permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, other than any such properties, revenues or assets transferred or otherwise Disposed pursuant to a Disposition permitted hereunder and other than as required with respect to Lease Purchase Collateral in favor of the Collateral Agentconnection with a Lease Purchase Transaction; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the a Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document or in any Second Lien Loan Document (subject to the terms of the type described Intercreditor Agreement), (ii) in the case of clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement), (i) (A) any agreement governing any Indebtedness permitted by clause (e) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness; (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition agreements that are customary restrictions on leases, subleases, licenses or limitation is customary in agreements governing Indebtedness of such type and in any event permits so long as such agreement is not more restrictive, taken as a whole, than restrictions relate to the Credit Documents, property subject thereto; (iiC) for the creation or assumption of any Lien on the sublet agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest interest; (D) agreements that are customary provisions restricting assignment or transfer of any Credit Party or any of their respective Subsidiaries contract entered into in the ordinary course of business, ; (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ixE) any agreement in effect evidencing an asset sale, as to the assets being sold; (F) agreements binding on a Subsidiary at the time such Subsidiary first becomes a SubsidiarySubsidiary of the Parent, so long as such agreement was agreements were not entered into in connection with or in contemplation of such person become Person becoming a Subsidiary and of the Parent; (G) any agreements governing any purchase money Liens or obligations under leases which, in accordance with GAAP, should be classified as capitalized leases, in each case otherwise permitted pursuant to this Agreement (in which encumbrance case, any prohibition or restriction is not applicable limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capitalized Lease Liabilities provided by a Person to any person, an Obligor may be cross-collateralized to other such agreements governing purchase money Liens or the properties obligations under Capitalized Lease Liabilities otherwise permitted pursuant to this Agreement provided by such Person to an Obligor); (H) encumbrances or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict restrictions on the transfer of ownership interests any property subject to Liens permitted by Section 7.2.3 and (I) negative pledge clauses and limitations on restricted payments contained in such partnership, limited liability company, or similar persondocuments governing Indebtedness pursuant to clause (j) of Section 7.2.2 which (A) are customary for high-yield notes and (B) permit without restriction the granting of Liens to secure the Obligations and the payment of dividends and distributions by Subsidiaries to the Parent, and (xiiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course case of businessclauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clause (l) of Section 7.2.2.

Restrictive Agreements, etc. Each Credit Party Holdings and the Borrowers will not, and will not permit any of its Subsidiariestheir respective Subsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its any properties, revenues or assetsassets of any Obligor, whether now owned or hereafter acquired, in favor for the benefit of the Collateral Agentany Secured Party; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the either Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or transfer any of its assets or property to either Borrower. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document, (ii) in the case of the type described in clause clauses (a) above and (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained c), in any agreement, (i) (A) agreement governing any Indebtedness permitted by clause (f) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or and (iii) in the case of clauses (a) and (c), pursuant to (A) applicable law, (B) customary non-assignment provisions in leases or other contracts, (C) customary provisions restricting the transfer of property or assets that are subject to a Permitted Lien or an agreement to transfer such property or assets and (D) in any agreement governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documentsclauses (j), (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of businessd), (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of businessm), (ivn) for the transfer and (v)(ii) of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this AgreementSection 7.2.2; provided that, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (viix) with respect to Investments in joint ventures not constituting Subsidiariesany such Indebtedness of the type permitted by clause (m) of Section 7.2.2, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture this clause (D) shall only apply with respect to agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at as of the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection Indebtedness is assumed and (y) with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable respect to any personsuch Indebtedness of the type permitted by clause (n) of Section 7.2.2, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, this clause (xD) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar shall only apply with respect to agreements entered into with one or more Lenders or an Affiliate thereof and which contain restrictions no more restrictive than those contained in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businessthis Agreement.

Restrictive Agreements, etc. Each Except as set forth on Schedule 9.10, each Credit Party will not, and will not permit any of its Restricted Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, agreement (i) (A) governing any Indebtedness permitted by Section 10.01(d9.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit DocumentsIndebtedness, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective its Restricted Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of their respective its Restricted Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses[reserved], (vi) arising under customary provisions set forth in licenses, governmental permits, leases and related contracts restricting the assignment thereof; or (vii) governing the Closing Date Joint Ventures to the extent in existence on the Closing Date. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (c) above which are contained in any (A) agreement governing any Indebtedness permitted by Section 9.01(d) with respect to customary restrictions and conditions, including net worth, leverage and other financial covenants and customary covenants regarding business operations or encumbrances,), (B) [reserved], (viiC) with respect to Investments are contained in joint ventures not constituting Subsidiariesany employment, customary provisions restricting the pledge compensation or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other separation agreement or similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not arrangement entered into in connection with by a Credit Party or in contemplation of such person become a Restricted Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, or (D) agreements with surety companies that waive or prohibit subrogation of claims and/or prohibit parties to such agreements from collecting intercompany obligations until obligations to the applicable surety company have been paid or satisfied, in each case after a claim is made upon such surety company.

Restrictive Agreements, etc. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Transaction Document) prohibiting: (a) the creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the BorrowerCredit Parties, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to (i) agreements entered into in connection with the Second Lien Credit Agreement or (ii) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d9.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness, (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective its Subsidiaries entered into in the ordinary course of business, (iiiC) for the assignment of any contract entered into by any Credit Party or any of their respective its Subsidiaries in the ordinary course of business, business or (ivD) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.;

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesSubsidiaries (other than a Receivables Subsidiary or a Subsidiary who is party to a Permitted Factoring Facility) to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary (other than a Receivables Subsidiary) to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investmentsinvestments (it being understood that (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Securities and (ii) the subordination of advances or loans made to the Borrower or any Subsidiary to other Indebtedness incurred by the Borrower or any Subsidiary shall not be deemed a restriction on the ability to make advances or repay loans). The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document (iii) in the cases of the type described in clause (a) above and (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained c), in any agreement2014 Senior Note Document or 2016 Senior Note Document, (iiv) in the case of clause (A) a), any agreement governing any Indebtedness permitted by clause (n) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness, (v) in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted to be incurred or permitted to exist hereunder, (Bvi) with respect to any Receivables Subsidiary or other Subsidiary who is party to a Permitted Factoring Facility, in the case of clauses (a) and (c), the documentation governing any Indebtedness Securitization or Permitted Factoring Facility permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documentshereunder, (iivii) for the creation solely with respect to clause (a), any arrangement or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into agreement arising in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to connection with a Disposition permitted under this AgreementAgreement (but then only with respect to the assets being so Disposed), (vviii) solely with respect to clause (a) and (c), are already binding on a Subsidiary when it is acquired and (ix) solely with respect to clause (a), customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesSubsidiaries (other than a Receivables Subsidiary or a Subsidiary who is party to a Permitted Factoring Facility) to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary (other than a Receivables Subsidiary) to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investmentsinvestments (it being understood that (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Securities and (ii) the subordination of advances or loans made to the Borrower or any Subsidiary to other Indebtedness incurred by the Borrower or any Subsidiary shall not be deemed a restriction on the ability to make advances or repay loans). The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document (iii) in the cases of the type described in clause (a) above and (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained c), in any agreementPro Forma Unsecured Indebtedness Document, 2014 Senior Note Document or, 2016 Senior Note Document or 2020 Senior Note Document, (iiv) in the case of clause (A) a), any agreement governing any Indebtedness permitted by clause (n) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness, (v) in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted to be incurred or permitted to exist hereunder, (Bvi) with respect to any Receivables Subsidiary or other Subsidiary who is party to a Permitted Factoring Facility, in the case of clauses (a) and (c), the documentation governing any Indebtedness Securitization or Permitted Factoring Facility permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documentshereunder, (iivii) for the creation solely with respect to clause (a), any arrangement or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into agreement arising in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to connection with a Disposition permitted under this AgreementAgreement (but then only with respect to the assets being so Disposed), (vviii) solely with respect to clause (a) and (c), are already binding on a Subsidiary when it is acquired and (ix) solely with respect to clause (a), customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each Credit Party Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit an Other Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assetsthe Collateral, whether now owned or hereafter acquired, acquired in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Other Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the BorrowerBorrowers, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, other than as set forth in the 2021 Note Purchase Documents to the extent 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 issuance. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties Borrowers from complying with or performing the terms of this Agreement and the other Credit Other Documents) which are contained in any agreement, (i) (A) governing any secured Indebtedness permitted by Section 10.01(d) as 7.8 hereof if such restrictions or conditions apply only to the transfer of assets financed with the proceeds of property securing such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a7.8(a) and (v) hereof to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Other Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party Borrower or any of their respective Subsidiaries entered into in the ordinary course Ordinary Course of businessBusiness, (iii) for the assignment of any contract entered into by any Credit Party Borrower or any of their respective Subsidiaries in the ordinary course Ordinary Course of businessBusiness, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock Equity Interests issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course Ordinary Course of business Business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers suppliers, customers, or landlords under contracts entered into in the ordinary course Ordinary Course of businessBusiness; provided, that the foregoing shall not apply to contracts which impose limitations on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder if such limitations apply only to the assets or property of such Foreign Subsidiary.

Restrictive Agreements, etc. Each Credit Borrower Party will not, and will not permit any of its SubsidiariesRestricted Subsidiaries to, to enter into any agreement (other than a Credit Loan Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent[reserved]; (b) the ability of such Person to amend or otherwise modify any Credit Loan Document or waive, consent to or otherwise deviate from any provision under any Loan Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrowerany Borrower Party, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to (i) customary restrictions of the type described in clause clauses (ab) and (c) above (which do not prohibit the Credit Borrower Parties from complying with or performing the terms of this Agreement and the other Credit Loan Documents) which are contained in any agreement, (iii) restrictions or conditions contained in contracts, leases and documents governing (A) governing any Indebtedness permitted by Section 10.01(d) Financing Debt in existence as to of the transfer of assets financed with the proceeds of such Indebtedness or Closing Date and (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of businessPermitted Purchase Money Debt, (iii) for the assignment of any contract or licensed intellectual property entered into by any Credit Borrower Party or any of their respective its Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, under documents evidencing or governing (viA) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, Pelorus Facility and (xiB) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.subject to compliance with Section 8.19, Permitted Pelorus Refinancing Debt, and

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesSubsidiaries (other than a Receivables Subsidiary) to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary (other than a Receivables Subsidiary) to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document or in any Second Lien Loan Document (subject to the terms of the type described Intercreditor Agreement), (iii) in the cases of clause (a) above and (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained c), in any agreementBridge Loan Document or Senior Note Document, (iiv) in the case of clause (A) a), any agreement governing any Indebtedness permitted by clause (n) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness, (v) in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted to be incurred or permitted to exist hereunder, (Bvi) with respect to any Receivables Subsidiary, in the case of clauses (a) and (c), the documentation governing any Indebtedness Securitization permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documentshereunder, (iivii) for the creation solely with respect to clause (a), any arrangement or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into agreement arising in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to connection with a Disposition permitted under this AgreementAgreement (but then only with respect to the assets being so Disposed), (vviii) solely with respect to clause (a) and (c), are already binding on a Subsidiary when it is acquired, (ix) solely with respect to clause (a), customary restrictions in leases, subleases, licenses and sublicenses, sublicenses and (vix) [reserved], (vii) solely with respect to Investments in joint ventures not constituting Subsidiariesclause (a) and (c), customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes of a Foreign Supply Chain Entity that was redesignated as a Foreign Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each Credit Party The Parent Borrower will not, and will not permit any of its SubsidiariesSubsidiaries (other than a Receivables Subsidiary or a Subsidiary who is party to a Permitted Factoring Facility) to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary (other than a Receivables Subsidiary) to make any payments, directly or indirectly, to the Parent Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investmentsinvestments (it being understood that (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Securities and (ii) the subordination of advances or loans made to the Parent Borrower or any Subsidiary to other Indebtedness incurred by the Parent Borrower or any Subsidiary shall not be deemed a restriction on the ability to make advances or repay loans). The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document (iii) in the cases of the type described in clause (a) above and (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained c), in any agreementPro Forma Unsecured Indebtedness Document or 2020 Senior Note Document, (iiv) in the case of clause (A) a), any agreement governing any Indebtedness permitted by clause (n) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness, (v) in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted to be incurred or permitted to exist hereunder, (Bvi) with respect to any Receivables Subsidiary or other Subsidiary who is party to a Permitted Factoring Facility, in the case of clauses (a) and (c), the documentation governing any Indebtedness Securitization or Permitted Factoring Facility permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documentshereunder, (iivii) for the creation solely with respect to clause (a), any arrangement or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into agreement arising in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to connection with a Disposition permitted under this AgreementAgreement (but then only with respect to the assets being so Disposed), (vviii) solely with respect to clause (a) and (c), are already binding on a Subsidiary when it is acquired and (ix) solely with respect to clause (a), customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each Credit Party No Borrower will, nor will not, and will not it permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the each case, other than any such properties, revenues or assets transferred or otherwise Disposed pursuant to a Disposition permitted hereunder and other than as required with respect to Purchased Lease Collateral Agentin connection with a Lease Purchase Transaction; (b) the ability of such Person to amend any Obligor from amending or otherwise modify modifying any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the a Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Transaction Document, (ii) in the case of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement), (i) (A) any agreement governing any Indebtedness permitted by clause (e) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness; (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition agreements that are customary restrictions on leases, subleases, licenses or limitation is customary in agreements governing Indebtedness of such type and in any event permits so long as such agreement is not more restrictive, taken as a whole, than restrictions relate to the Credit Documents, property subject thereto; (iiC) for the creation or assumption of any Lien on the sublet agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest interest; (D) agreements that are customary provisions restricting assignment or transfer of any Credit Party or any of their respective Subsidiaries contract entered into in the ordinary course of business, ; (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ixE) any agreement in effect evidencing an asset sale, as to the assets being sold; (F) agreements binding on a Subsidiary at the time such Subsidiary first becomes a SubsidiarySubsidiary of the Parent, so long as such agreement was agreements were not entered into in connection with or in contemplation of such person become Person becoming a Subsidiary and of the Parent; (G) any agreements governing any purchase money Liens or obligations under leases which, in accordance with GAAP, should be classified as capitalized leases, in each case otherwise permitted pursuant to this Agreement (in which encumbrance case, any prohibition or restriction is not applicable limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capitalized Lease Liabilities provided by a Person to any person, an Obligor may be cross-collateralized to other such agreements governing purchase money Liens or the properties obligations under Capitalized Lease Liabilities otherwise permitted pursuant to this Agreement provided by such Person to an Obligor); (H) encumbrances or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict restrictions on the transfer of ownership interests any property subject to Liens permitted by Section 7.2.3 and (I) negative pledge clauses and limitations on restricted payments contained in such partnershipdocuments governing Indebtedness pursuant to clause (j) of Section 7.2.2 which (A) are customary for high-yield notes and (B) permit without restriction the granting of Liens to secure the Obligations, limited liability companythe Disposition of any property by any Subsidiary to any Obligor and the payment of dividends and distributions by, or similar personand the repayment of loans and other advances by, Subsidiaries to the Parent, in each case, and any other Obligor, and (xiiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course case of businessclauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clause (l) of Section 7.2.2, so long as any such agreements governing Indebtedness having an aggregate principal amount in excess of $10,000,000 permit without restriction the granting of Liens to secure the Obligations, the Disposition of any properties by any Subsidiary to any Obligor and the payment of dividends and distributions by, and the repayment of loans and other advances by, Subsidiaries to the Parent, in each case, and any other Obligor.

Restrictive Agreements, etc. Each Credit Party will notNone of the U.S. Borrower and the Canadian Borrower will, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agentpermitted by Section 7.2; (b) the ability of such Person any Loan Party to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the relevant Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions restrictions: (i) contained in (A) any Loan Document, (B) in the case of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in above, any agreement, (i) (A) agreement governing any Indebtedness permitted by Section 10.01(dSections 7.1(c),(f), or (j) as to the transfer of assets financed with the proceeds of such Indebtedness Indebtedness, (C) in the case of clause (c) above, any binding agreement imposing restrictions which has been entered into for the Disposition of Equity Interests permitted by Section 7.4; provided that such restrictions apply solely to the Equity Interests or assets of such Subsidiary subject to such Disposition, (BD) in the case of clause (c) above, any Other Debt Document relating to any Pari Passu Debt and (E) in the case of clauses (a) and (c), any of the following: (w) any agreement of a Foreign Subsidiary governing any the Indebtedness permitted by Section 10.01(a7.1(g)(ii) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary7.1(i), (x) any agreement subordinating right of payment of any intercompany obligations between the U.S. Borrowers and its Subsidiaries to any unsubordinated Indebtedness permitted by Section 7.1(g), provided that any such intercompany obligations are subordinated to the Obligations to at least the same extent as such intercompany obligations are subordinated to other unsubordinated Indebtedness, (y) customary non-assignment provisions of any contract and customary provisions restricting assignment of subletting in partnership agreementsany lease governing a leasehold interest of the relevant Borrower or such Subsidiary, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict (z) customary restrictions imposed on the transfer of ownership interests in copyrighted or patented materials as to the assets financed with the proceeds of such partnership, limited liability company, or similar person, Indebtedness; and (xiii) restrictions on cash that exist under or other deposits or net worth imposed by suppliers or landlords under contracts entered into reason of, in the ordinary course of businesseach case, Applicable Law.

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesSubsidiaries (other than a Receivables Subsidiary) to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary (other than a Receivables Subsidiary) to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document, in any First Lien Loan Document or in any Second Lien Loan Document, (ii) in the cases of the type described in clause (a) above and (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained c), in any agreementSenior Note Document, (iiii) in the case of clause (A) a), any agreement governing any Indebtedness permitted by clause (e) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of businessIndebtedness, (iv) for in the transfer case of clauses (a) and (c), any asset pending agreement of a Foreign Subsidiary governing the close Indebtedness permitted to be incurred or permitted to exist hereunder, (v) with respect to any Receivables Subsidiary, in the case of clauses (a) and (c), the sale of such asset pursuant documentation governing any Securitization permitted hereunder, (vi) solely with respect to clause (a), any arrangement or agreement arising in connection with a Disposition permitted under this AgreementAgreement (but then only with respect to the assets being so Disposed), (vvii) solely with respect to clause (a) and (c), are already binding on a Subsidiary when it is acquired, (viii) solely with respect to clause (a), customary restrictions in leases, subleases, licenses and sublicenses, sublicenses and (viix) [reserved], (vii) solely with respect to Investments in joint ventures not constituting Subsidiariesclause (a) and (c), customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes of a Foreign Supply Chain Entity that was redesignated as a Foreign Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each No Credit Party will notshall, and will not no Credit Party shall cause or permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or; (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments; (d) the ability of such Person to sell, lease or transfer any of its properties or assets to any Credit Party or any Subsidiary of any Credit Party; or (e) the ability of such Person to guarantee the Obligations or pledge its assets to secure such guarantee pursuant to the Credit Documents. 115 The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d9.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit DocumentsIndebtedness, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective its Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective its Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions and conditions existing on the Closing Date set forth on Schedule 9.10 and any extension, renewal, amendment, modification or replacement thereof entered into in leasesthe ordinary course of business, subleasesexcept to the extent any such amendment, licenses and sublicensesmodification or replacement expands the scope of any such restriction or condition or adds any further restrictions or conditions, (vi) [reserved], customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of the Borrower or any assets pending such sale; provided that such restrictions and conditions apply only to such Subsidiary or assets that is or are to be sold and such sale is permitted hereunder or (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreementsleases, limited liability company organizational governance documentslicenses, asset sale and stock sale agreements sublicenses and other similar agreements contracts (including licenses and sublicenses of intellectual property) entered into in the ordinary course of business that restrict restricting the assignment, license, sublicense, pledge or transfer thereof but not materially and adversely affecting the use of ownership interests in such partnership, limited liability company, assets or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into the Liens of the Credit Parties taken as a whole in the ordinary course of businessCollateral.

Restrictive Agreements, etc. Each Credit Party will not, and will not permit None of the Borrower or any of its Subsidiaries, to the Subsidiaries will enter into any agreement prohibiting (other than a Credit Document) prohibiting: (ai) the creation or assumption of any Lien to secure the Obligations upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (bii) the ability of such Person the Borrower or any of the Guarantors to amend or otherwise modify any Credit Loan Document; or , or (ciii) the ability of such Person any Subsidiary of the Borrower to make Restricted Payments with respect to any payments, directly of their respective Capital Securities or indirectly, to make or repay loans or advances to the Borrower or any other Subsidiary of the Borrower or to Guaranty Indebtedness of the Borrower or any other Subsidiary of the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (aA) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any Loan Document (including any applicable intercreditor or subordination agreement), (B) in the case of clause (i) (A) ), contained in any agreement governing any Indebtedness permitted by Section 10.01(d8.2(e) as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit DocumentsIndebtedness, (iiC) for in the creation case of clause (i), by reason of customary provisions restricting assignments, subletting or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (D) in the case of clause (iii) for the assignment ), that are or were created by virtue of any contract entered into by transfer or option or right with respect to any Credit Party property, assets or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted Capital Securities not otherwise prohibited under this Agreement, (vE) customary restrictions in leases, subleases, licenses and sublicensesexisting on the Closing Date identified on Schedule 8.11, (viF) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture case of clause (i) or (iii), in agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.relating

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions (i) any Loan Document, (ii) in the case of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement), (i) (A) any agreement governing any Indebtedness permitted by clause (e) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness, (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet provisions restricting subletting or assignment of any lease governing a leasehold interest interest, (C) customary provisions restricting assignment of any Credit Party or any of their respective Subsidiaries agreement entered into in the ordinary course of business, (iiiD) for any restrictions by the assignment holder of any contract entered into a Lien permitted by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for Section 7.2.3 on the transfer of the asset or assets subject thereto, (E) customary restrictions and conditions contained in any asset pending the close of agreement relating to the sale of such any asset pursuant to a Disposition permitted under this AgreementSection 7.2.10 pending the consummation of such sale, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ixF) any agreement in effect at the time such any Subsidiary becomes a SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person become becoming a Subsidiary and which encumbrance or restriction is not applicable to any person, or of the properties or assets of any person, other than the person or the properties or assets of such SubsidiaryBorrower, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xiG) restrictions on cash or other deposits or net worth requirements imposed by suppliers or landlords customers under contracts entered into in the ordinary course of business, (H) in the case of any joint venture (including any Subsidiary which is a joint venture) which is not an Obligor, restrictions in such person’s organization or governing documents or pursuant to any joint venture agreement or stockholders agreement solely to the extent of the Capital Securities of or assets held in the subject joint venture or other entity or (I) any agreement in effect on the Amendment Effective Date and set forth on Item 7.2.13 of the Disclosure Schedule and (iii) in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clause (f)(ii) of Section 7.2.2.

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions (i) any Loan Document, (ii) in the case of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement), (i) (A) any agreement governing any Indebtedness permitted by clause (e) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness, (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet provisions restricting subletting or assignment of any lease governing a leasehold interest interest, (C) customary provisions restricting assignment of any Credit Party or any of their respective Subsidiaries agreement entered into in the ordinary course of business, (iiiD) for any restrictions by the assignment holder of any contract entered into a Lien permitted by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for Section 7.2.3 on the transfer of the asset or assets subject thereto, (E) customary restrictions and conditions contained in any asset pending the close of agreement relating to the sale of such any asset pursuant to a Disposition permitted under this AgreementSection 7.2.10 pending the consummation of such sale, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ixF) any agreement in effect at the time such any Subsidiary becomes a SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person become becoming a Subsidiary and which encumbrance or restriction is not applicable to any person, or of the properties or assets of any person, other than the person or the properties or assets of such SubsidiaryBorrower, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xiG) restrictions on cash or other deposits or net worth requirements imposed by suppliers or landlords customers under contracts entered into in the ordinary course of business, (H) in the case of any joint venture (including any Subsidiary which is a joint venture) which is not an Obligor, restrictions in such person's organization or governing documents or pursuant to any joint venture agreement or stockholders agreement solely to the extent of the Capital Securities of or assets held in the subject joint venture or other entity, (I) the Subordinated Debt Documents executed in connection with the Subordinated Notes (or any refinancing thereof permitted hereunder) or (J) any agreement in effect on the Amendment Effective Date and set forth on Item 7.2.14 of the Disclosure Schedule and (iii) in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clause (f)(ii) of Section 7.2.2.

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien in favor of Collateral Agent upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(dclause (e) of the definition of “Permitted Indebtedness” as to Liens on or the transfer of assets financed with the proceeds of such Indebtedness or and clause (Bl) governing any Indebtedness permitted by Section 10.01(a) of the definition of “Permitted Liens” as to the extent restrictions on such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documentscash collateral, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for restricting the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, or (vi) [reserved], (vii) with respect to Investments in joint ventures Joint Ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures Joint Ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businessJoint Venture.

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien (other than Permitted Liens) upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the any Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d) as solely with respect to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit DocumentsIndebtedness, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicensessublicenses (including licenses and sublicenses of Intellectual Property), (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a SubsidiarySubsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person become becoming a Subsidiary of a Borrower and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (xvii) customary provisions restrictions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale joint venture agreements and or other similar agreements entered into in applicable to joint ventures permitted hereunder and applicable solely to such joint venture; provided, that the ordinary course foregoing shall not apply to contracts which impose limitations on any Foreign Subsidiary or joint venture that is not a Credit Party by the terms of business any Indebtedness of such Foreign Subsidiary or joint venture that restrict is not a Credit Party permitted to be incurred hereunder if such limitations apply only to the transfer assets or property of ownership interests in such partnership, limited liability company, Foreign Subsidiary or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businessjoint venture that is not a Credit Party.

Restrictive Agreements, etc. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any paymentsdividends, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investmentsCredit Parties. The foregoing prohibitions shall not apply to (i) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d) 9.01 as to the transfer of assets financed with the proceeds of such Indebtedness or if such restrictions or conditions apply only to the property or assets securing such Indebtedness (provided that no Lien shall be granted on the Zions Collateral except (x) pursuant to the Zions Loan Documents or any Permitted Refinancing thereof or (y) following the repayment in full of the Indebtedness pursuant to the Zions Loan Documents (or any Permitted Refinancing thereof), Permitted Liens), (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective its Subsidiaries entered into in the ordinary course of business, (iiiC) for the assignment of any contract entered into by any Credit Party or any of their respective its Subsidiaries in the ordinary course of business, business or (ivD) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (vii) customary restrictions in leases, subleases, licenses and sublicensesthe agreements listed on Schedule 9.10, (viiii) [reserved], (vii) with respect agreements in relation to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures obligations set forth in the applicable joint venture agreements Section 9.01(q) and other similar agreements applicable to joint ventures permitted hereunder (y) and applicable solely to such joint venture, (viii) applicable requirements of law, (ixiv) any subordination agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary by the Administrative Agent and which encumbrance or restriction is not any applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.counterparty as required hereunder;

Restrictive Agreements, etc. Each Credit Party The Parent Borrower will not, and will not permit any of its SubsidiariesSubsidiaries (other than a Receivables Subsidiary or a Subsidiary who is party to a Permitted Factoring Facility) to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary (other than a Receivables Subsidiary) to make any payments, directly or indirectly, to the Parent Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investmentsinvestments (it being understood that (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Securities and (ii) the subordination of advances or loans made to the Parent Borrower or any Subsidiary to other Indebtedness incurred by the Parent Borrower or any Subsidiary shall not be deemed a restriction on the ability to make advances or repay loans). The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document, (ii) in the cases of the type described in clause (a) above and (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained c), in any agreementPro Forma Unsecured Indebtedness Document or 2020 Senior Note Document, (iiii) in the case of clause (A) a), any agreement governing any Indebtedness permitted by clause (n) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of businessIndebtedness, (iv) for in the transfer case of clauses (a) and (c), any asset pending agreement of a Foreign Subsidiary governing the close Indebtedness permitted to be incurred or permitted to exist hereunder, (v) with respect to any Receivables Subsidiary or other Subsidiary who is party to a Permitted Factoring Facility, in the case of clauses (a) and (c), the sale of such asset pursuant documentation governing any Securitization or Permitted Factoring Facility permitted hereunder, (vi) solely with respect to clause (a), any arrangement or agreement arising in connection with a Disposition permitted under this AgreementAgreement (but then only with respect to the assets being so Disposed), (vvii) solely with respect to clause (a) and (c), are already binding on a Subsidiary when it is acquired and (viii) solely with respect to clause (a), customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Transaction Document) prohibiting: (a) the creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the BorrowerCredit Parties, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to (i) agreements entered into in connection with the First Lien Credit Agreement or (ii) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d9.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness, (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective its Subsidiaries entered into in the ordinary course of business, (iiiC) for the assignment of any contract entered into by any Credit Party or any of their respective its Subsidiaries in the ordinary course of business, business or (ivD) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.;

Restrictive Agreements, etc. Each Credit Party No Borrower will, nor will not, and will not it permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, other than any such properties, revenues or assets transferred or otherwise Disposed pursuant to a Disposition permitted hereunder and other than as required with respect to Lease Purchase Collateral in favor of the Collateral Agentconnection with a Lease Purchase Transaction; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to the a Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Transaction Document, (ii) in the case of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement), (i) (A) any agreement governing any Indebtedness permitted by clause (e) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or Indebtedness; (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition agreements that are customary restrictions on leases, subleases, licenses or limitation is customary in agreements governing Indebtedness of such type and in any event permits so long as such agreement is not more restrictive, taken as a whole, than restrictions relate to the Credit Documents, property subject thereto; (iiC) for the creation or assumption of any Lien on the sublet agreements that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest interest; (D) agreements that are customary provisions restricting assignment or transfer of any Credit Party or any of their respective Subsidiaries contract entered into in the ordinary course of business, ; (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ixE) any agreement in effect evidencing an asset sale, as to the assets being sold; (F) agreements binding on a Subsidiary at the time such Subsidiary first becomes a SubsidiarySubsidiary of the Parent, so long as such agreement was agreements were not entered into in connection with or in contemplation of such person become Person becoming a Subsidiary and of the Parent; (G) any agreements governing any purchase money Liens or obligations under leases which, in accordance with GAAP, should be classified as capitalized leases, in each case otherwise permitted pursuant to this Agreement (in which encumbrance case, any prohibition or restriction is not applicable limitation shall only be effective against the property financed thereby; provided that individual agreements governing purchase money Liens or obligations under Capitalized Lease Liabilities provided by a Person to any person, an Obligor may be cross-collateralized to other such agreements governing purchase money Liens or the properties obligations under Capitalized Lease Liabilities otherwise permitted pursuant to this Agreement provided by such Person to an Obligor); (H) encumbrances or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict restrictions on the transfer of ownership interests any property subject to Liens permitted by Section 7.2.3 and (I) negative pledge clauses and limitations on restricted payments contained in such partnership, limited liability company, or similar persondocuments governing Indebtedness pursuant to clause (j) of Section 7.2.2 which (A) are customary for high-yield notes and (B) permit without restriction the granting of Liens to secure the Obligations and the payment of dividends and distributions by Subsidiaries to the Parent, and (xiiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course case of businessclauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clause (l) of Section 7.2.2.

Restrictive Agreements, etc. Each Credit Party Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit an Other Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assetsassetsthe Collateral, whether now owned or hereafter acquired, acquired in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Other Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the BorrowerBorrowers, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments., other than as set forth in the 2021 Note Purchase Documents to the extent 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 issuance. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties Borrowers from complying with or performing the terms of this Agreement and the other Credit Other Documents) which are contained in any agreement, (i) (A) governing any secured Indebtedness permitted by Section 10.01(d) as 7.8 hereof if such restrictions or conditions apply only to the transfer of assets financed with the proceeds of property securing such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a7.8(a) and (v) hereof to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Other Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party Borrower or any of their respective Subsidiaries entered into in the ordinary course Ordinary Course of businessBusiness, (iii) for the assignment of any contract entered into by any Credit Party Borrower or any of their respective Subsidiaries in the ordinary course Ordinary Course of businessBusiness, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock Equity Interests issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course Ordinary Course of business Business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course Ordinary Course of businessBusiness; provided, that the foregoing shall not apply to contracts which impose limitations on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder if such limitations apply only to the assets or property of such Foreign Subsidiary.

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting, restricting or imposing conditions upon: (a) the creation or assumption of any Lien in favor of the Secured Parties upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary to (i) make any payments, directly or indirectly, to the BorrowerBorrower or a Subsidiary Guarantor, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investmentsinvestments or (ii) guaranty the Obligations. The foregoing prohibitions shall not apply to customary (i) restrictions contained in any Loan Document, (ii) in the case of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are ), restrictions contained in any agreement, (i) (A) agreement governing any Indebtedness permitted by clause (f)(ii) and (f)(iii) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of businessIndebtedness, (iii) for any such encumbrance or restriction existing on the assignment Original Effective Date identified in Item 7.2.14(iii) of the Disclosure Schedule that is related to Indebtedness identified in Item 7.2.2(c) of the Disclosure Schedule and any contract entered into extensions, refinancings, renewals or replacements of such Indebtedness permitted by clause (k) of Section 7.2.2, provided, that the encumbrances and restrictions in any Credit Party such extensions, refinancings, renewals or replacements are no less favorable in any of their respective Subsidiaries material respect to the Lenders and no more onerous in any material respect to the ordinary course of businessBorrower or its Subsidiary, as applicable, than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced or (iv) for in the transfer case of clause (a), as to other than the type of assets or property securing the Obligations (other than locomotives), any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) encumbrance or restriction existing with respect to Investments in joint ventures not constituting any Person or the property of such Person acquired by such Obligor or any Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect existing at the time of such Subsidiary becomes a Subsidiary, so long as such agreement was acquisition and not entered into in connection with or incurred in contemplation of such person become a Subsidiary and thereof, which encumbrance or restriction is not applicable to any personPerson or the property of any Person other than such Person or the property of such Person so acquired, or (v) with respect to a Subsidiary, in the properties case of clause (a) or assets (c), any such encumbrance or restriction imposed pursuant to an agreement that has been entered into for the pending sale or disposition of any person, other than all or substantially all of the person Capital Securities or the properties or assets property of such Subsidiary, Subsidiary not prohibited by any other provision of this Agreement and such restrictions and conditions apply only to the Subsidiary (xand such assets) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of businessare to be sold.

Restrictive Agreements, etc. Each Credit Party The Company will not, and will not permit any of its SubsidiariesSubsidiaries (other than a Receivables Subsidiary) to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Loan Document; or (c) the ability of such Person any Subsidiary (other than a Receivables Subsidiary) to make any payments, directly or indirectly, to the BorrowerCompany, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document or in any First Lien Loan Document (subject to the terms of the type described Intercreditor Agreement), (iii) in the cases of clause (a) above and (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained c), in any agreementBridge Loan Document or Senior Note Document, (iiv) in the case of clause (A) a), any agreement governing any Indebtedness permitted by clause (n) of Section 10.01(d) 7.2.2 as to the transfer of assets financed with the proceeds of such Indebtedness, (v) in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted to be incurred or permitted to exist hereunder, (Bvi) with respect to any Receivables Subsidiary, in the case of clauses (a) and (c), the documentation governing any Indebtedness Securitization permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documentshereunder, (iivii) for the creation solely with respect to clause (a), any arrangement or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into agreement arising in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to connection with a Disposition permitted under this AgreementAgreement (but then only with respect to the assets being so Disposed), (vviii) solely with respect to clause (a) and (c), are already binding on a Subsidiary when it is acquired, (ix) solely with respect to clause (a), customary restrictions in leases, subleases, licenses and sublicenses, sublicenses and (vix) [reserved], (vii) solely with respect to Investments in joint ventures not constituting Subsidiariesclause (a) and (c), customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes of a Foreign Supply Chain Entity that was redesignated as a Foreign Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each Credit Party The Borrower will not, and will not permit any of its SubsidiariesRestricted Subsidiaries to, to enter into any agreement (excluding this Agreement, any other than a Credit Loan Document, any agreement governing any Debt in existence on the Effective Date as in effect on the Effective Date and (in the case of clause (b)) provisions contained in agreements governing or securing Debt incurred to finance the acquisition of assets purchased with such Debt) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor ability of the Collateral Agent;Borrower to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person Restricted Subsidiary to make any payments, directly or indirectly, to the Borrower, including Borrower by way of dividends, advances, repayments of loansloans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower. The foregoing prohibitions shall not apply to customary restrictions of parties agree that the type described prohibition contained in clause (ab) above (which do shall not prohibit be deemed to be breached in the Credit Parties from complying with or performing the terms case of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d) as provisions which restrict the amount payable to the transfer Borrower to no greater than the pro rata percentage of assets financed with the proceeds equity interest owned by the Borrower in such Restricted Subsidiary, (ii) provisions which restrict amounts payable to the Borrower to the prior approval of a majority (or more) of the equity or other interest of such Indebtedness Restricted Subsidiary if, the Borrower is able to cause, directly or indirectly (by means of ownership of a sufficient equity interest, by contract, or otherwise) such approval to be obtained or delivered or (Biii) governing provisions which prohibit any Indebtedness permitted by Section 10.01(a) such payments to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in payment would violate any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d‎clause (f) of the definition of Permitted Indebtedness as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit DocumentsIndebtedness, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course Ordinary Course of businessBusiness, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course Ordinary Course of businessBusiness, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, sublicenses or (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.