Common use of Restrictive Agreements Clause in Contracts

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor will the BC Borrower permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, or to make or repay loans or advances to the BC Borrower or any Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financing.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, which restriction (or condition) is more restrictive, in substance, than the restrictions in Section 6.03, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) thereof. For the purposes of this Section 6.06, the foregoing shall term "Subsidiary" does not apply to restrictions include any GARC or conditions imposed on a Receivables Subsidiary by a Permitted Receivables FinancingSingle Transaction Subsidiary.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Company shall not, nor will the BC Borrower and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or [Reserved]; (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Capital Stock or to make make, repay or repay prepay loans or advances to the BC Borrower Company or any other Subsidiary or to Guarantee Indebtedness Dispose of assets to the BC Borrower Company or any other Subsidiary; provided that that (i) the foregoing shall not apply to restrictions and conditions imposed by applicable law (including pursuant to regulatory restrictions) or imposed by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, Governmental Authority, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof and identified on Schedule 6.10 7.17 (but shall apply to any extension amendment or renewal ofmodification, or any amendment extension or modification expanding the scope ofrenewal, of any such restriction or conditioncondition that has the effect of making such restriction or condition materially more restrictive), , (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets or property of the Company or any Subsidiary pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary or assets or property that is to be sold and such sale is permitted hereunder, , (iv) clause (a) of the foregoing shall not apply to restrictions that are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness permitted by this Agreement, (v) this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness (including Capitalized Lease Liabilities and Purchase Money Debt) permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets collateral securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, Indebtedness, (vvi) clause (a) of the foregoing this Section shall not apply to customary provisions in leases or licenses or other contracts and agreements restricting the assignment, subletting or sublicensing thereof and (vii) this Section shall not apply to (1) any Subsidiary that is not a Wholly-Owned Subsidiary with respect to restrictions and conditions imposed by such Subsidiary’s organizational documents or any related joint venture or similar agreement so long as any such restriction or condition applies only to such Subsidiary and to any Equity Interests in such Subsidiary, (2) restrictions and conditions imposed on any Subsidiary in existence at the time such Subsidiary became a Subsidiary (but shall apply to any amendment or modification expanding the scope of any such restriction or condition which makes such restrictions and conditions, taken as a whole, materially more restrictive); provided that such restrictions and conditions (A) apply only to such Subsidiary and (B) were not imposed in anticipation of the Facilities, (3) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other contracts restricting agreements, in each case entered into in the assignment thereof ordinary course of business; provided that such provisions apply only to the assets that are the subject of such lease, sub-lease, license, sub-license or other agreement and (vi) clause (b) of the foregoing shall not apply to any other assets of the Company or any Subsidiary and (4) restrictions on pledging joint venture interests included in customary provisions in joint venture agreements or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingarrangements and other agreements and other similar agreements applicable to joint ventures.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower No Loan Party will, nor will the BC Borrower it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon: (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, ; or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances or to transfer any assets to the BC Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original First Amendment Effective Date identified on Schedule 6.10 6.11 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or substantially all its assets pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary or such assets that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts or licenses restricting the assignment thereof thereof, and (vi) clause (b) of the foregoing shall not apply to (x) restrictions or contained in assumed documents in connection with assumed Indebtedness incurred pursuant to Section 6.01(i), (y) restrictions contained in documents in connection with Indebtedness incurred pursuant to Section 6.01(o), provided that such restrictions are no more onerous than market terms and conditions imposed for such type of Indebtedness incurred at the time such Indebtedness is incurred, and provided in any case such subordination provisions are on a Receivables Subsidiary by a Permitted Receivables Financingterms satisfactory to the ABL Administrative Agent and the Supplemental Term Agent and (z) the Term Loan Documents.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willwill not, nor will the BC Borrower it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower Holding or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or imposed by a Governmental Authority or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beare in substance no more restrictive than those contained herein, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and thereof, (vi) clause (ba) of the foregoing shall not apply to restrictions on the transfer of any asset subject to a Lien permitted by this Agreement and (vii) the foregoing shall not apply to customary restrictions imposed by customers under contractual arrangements with respect to cash or conditions other deposits required thereby or minimum net worth or similar requirements imposed on a Receivables Subsidiary by a Permitted Receivables Financingunder such contractual arrangements.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor will the BC Borrower it permit any Subsidiary (other than a Joint Venture) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, any Subsidiary to pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or (b) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, or to make or repay loans or advances to the BC Borrower or any Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any the Loan Document, Subordinated Debt Document or Senior Unsecured Debt DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Closing Date and identified on in Schedule 6.10 (but shall apply to 6.04 and extensions, renewals or refinancings thereof; provided that any extension such extension, renewal or renewal of, or any amendment or modification expanding refinancing does not expand the scope of, any or otherwise make more restrictive, such restriction or condition)restrictions and conditions, (iii) the foregoing shall not apply to customary restrictions and conditions that are contained in agreements relating to any agreement for the sale of any asset or Subsidiary in a Subsidiary pending such sale, provided such restrictions transaction permitted by this Agreement and conditions apply applicable only to the asset or Subsidiary that is to be sold and such sale is permitted hereundersold, (iv) clause (a) of the foregoing shall not apply to restrictions on Subsidiaries in which the aggregate equity investment of the Borrower and its other Subsidiaries (other than any Joint Venture) does not exceed $20,000,000, (v) clause (b) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (vvi) clause (ab) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vivii) clause (b) of the foregoing shall not apply to restrictions and conditions contained in the Subordinated Guarantee Indebtedness Documents, so long as such restrictions and conditions are not less favorable to the Borrower or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financing.the Lenders than those described in Schedule 6.04A.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the such assets or such Subsidiary that is are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses, joint venture agreements and other contracts agreements entered into in the ordinary course of business restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor None of the BC Borrower willLoan Parties shall, nor will the BC Borrower and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, each of the BC Borrower Loan Parties or any Subsidiary of their Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of any of the Loan Parties to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to any of the BC Borrower Loan Parties or any other Subsidiary of the Loan Parties or to Guarantee Indebtedness of any of the BC Borrower Loan Parties or any other SubsidiarySubsidiary of the Loan Parties; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 V (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a‎(a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a‎(a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and thereof, (vi) clause (ba) of the foregoing shall not apply to restrictions that are imposed by any Governmental Authority and (vii) clause (a) of the foregoing shall not apply to agreements and understandings contained in joint venture agreements or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingother similar agreements entered into in the ordinary course of business in respect to the disposition or distribution of assets of such joint venture.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, revenues or properties, whether now owned or hereafter acquired, (b) the ability of any Subsidiary to guarantee the Obligations or otherwise be a Loan Party pursuant to the Loan Documents or (bc) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interestscommon stock, or to make or repay loans or advances to the BC Borrower or any Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary, to Guaranty Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, however, that (i) the foregoing shall not apply to restrictions and or conditions set forth in Schedule 7.7 or restrictions or conditions imposed by law or by this Agreement or any other Loan Document, Subordinated Debt Document the Franchise Facility or the Senior Unsecured Debt DocumentNote Purchase Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, hereunder and (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing hereby if such restrictions or and conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, Indebtedness. (vaa) clause (a) Article VII of the foregoing Credit Agreement is hereby amended by adding new sections 7.12 and 7.13 at the end thereof which shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financing.read as follows:

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of Administrative Agent, L/C Issuer or any Lender or otherwise securing the Obligations, or (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (ia) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (iib) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 7.11 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iiic) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivd) clause (ai) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (ve) clause (ai) of the foregoing shall not apply to customary provisions in leases and other contracts agreements (other than partnership, joint venture, shareholder or similar agreements or other agreements relating to Investments made by Borrower or any Subsidiary) restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willwill not, nor and will the BC Borrower not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, prohibits or restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Global Administrative Agent and/or the Canadian Administrative Agent for the benefit of the Combined Lenders upon any of its property or assetsProperty, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect make Restricted Payments to any shares of its Equity Interests, or to make or repay loans or advances to the BC Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Restricted Subsidiary; provided PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Combined Loan Document, Subordinated Debt Document or Senior Unsecured Debt Subordinated Indebtedness Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date of this Agreement identified on Schedule 6.10 SCHEDULE 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided PROVIDED such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause CLAUSE (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property Property or assets securing such Indebtedness or the Receivables other obligation, and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause CLAUSE (a) of the foregoing shall not apply to customary provisions in leases and or other contracts agreements restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor The Parent will the BC Borrower permit any Subsidiary to, directly or indirectly, not enter into, incur or permit to exist any agreement or other arrangement binding on the Parent or any of its Subsidiaries, or permit any of its Subsidiaries so to do, that prohibits, restricts or imposes any condition upon (ai) the ability of BC Holdings, the BC Borrower or any Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property Property (unless such agreement or assetsarrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist any Lien in favor of the Credit Parties created under the Loan Documents) or (bii) the ability of any Subsidiary of the Parent to pay dividends or make other distributions with respect to any shares of its Equity Interests, Stock or to make or repay loans or advances to the BC Borrower Parent or any other Subsidiary or to Guarantee guaranty Indebtedness of the BC Borrower Parent or any other Subsidiary; , provided that (ia) the foregoing shall not apply to restrictions and conditions imposed by law or by the Loan Documents or the Five Year Loan Documents (provided that any such restrictions or conditions contained in the Five Year Loan Document, Subordinated Debt Document or Senior Unsecured Debt DocumentDocuments are not more onerous than the restrictions and conditions contained in the Loan Documents), (iib) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Agreement Date hereof identified on Schedule 6.10 8.9 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iiic) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivd) clause (ai) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets Property securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (ve) clause (ai) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Obligors shall not, nor will the BC Borrower and shall not permit any Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than this Indenture, the First Lien Note Indenture and the Senior Credit Facility) that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary Obligor to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of any Obligor to pay dividends or other distributions to such Obligor with respect to any shares of its Equity Interests, capital stock or other equity interests or to make or repay loans or advances to any Obligor or the BC Borrower or ability of any Subsidiary or Obligor to Guarantee Indebtedness of the BC Borrower or any other SubsidiaryObligor; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Indenture, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 4B.08 (but shall apply to any extension or renewal of, or any amendment or modification materially expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of stock or assets of a Subsidiary of a Obligor pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing Indenture if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts (excluding license agreements) restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor Each of STX and the BC Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon (a) the ability of BC HoldingsSTX, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or assets to secure the obligations of STX and the Borrower under the Loan Documents or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to STX, the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of STX, the BC Borrower or any other Subsidiary; , provided that that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, , (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date imposed by any Senior Note Document or identified on Schedule 6.10 6.09 (but shall apply to any refinancing, replacement, extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), , (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a any Subsidiary pending such sale, provided such restrictions and conditions apply only to the such Subsidiary that is to be sold and such sale is permitted hereunder, , (iv) the foregoing shall not apply to customary restrictions on or customary conditions to the payment of dividends or other distributions on, or the creation of Liens over, Equity Interests owned by STX, the Borrower or any Subsidiary in any joint venture or like enterprise that is not a Subsidiary contained in the constitutive documents of such joint venture or enterprise, (v) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness permitted by subclause (B) of Section 6.01(a)(ix) of this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (in the case of clause (a) of the foregoing) and/or only to the Subsidiary incurring such Indebtedness or its subsidiaries (in the case of clause (b) of the foregoing), (vi) clause (a) of the foregoing shall not apply to customary provisions in leases or licenses (or sublicenses) of intellectual or similar property restricting the assignment, subletting or transfer thereof, 106 4145-1594-0167.14145-1594-0167.7 (vii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if Factoring, provided that such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and the Related Security Assets that are the subject to of such Permitted Receivables FinancingFactoring, as the case may be, and (vviii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financing[RESERVED].

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to (x) the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, or (y) investments in joint ventures permitted hereby, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor will the BC Borrower they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Senior Secured Notes Document, Existing Senior Subordinated Notes Document, Holdings Floating Rate Notes Document or documentation governing any Additional Subordinated Debt Document or Additional Second Lien Debt (in the case of any such Additional Subordinated Debt or Additional Second Lien Debt, to the extent not more restrictive than the provisions contained in the Senior Unsecured Debt DocumentSecured Notes Documents), (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and thereof, (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by customary provisions in joint venture agreements (other than any such agreement in respect of a Permitted Receivables FinancingReal Estate Joint Venture) relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Equity Interests in such joint venture and (vii) the foregoing shall not apply to customary provisions restricting assignment of any agreement entered into the ordinary course of business.

Restrictive Agreements. Neither BC Holdings nor the BC ---------------------- Borrower will, nor will the BC Borrower they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that -------- (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Existing Subordinated Debt Document, Additional Subordinated Debt Document or Holdings Senior Unsecured Debt DocumentDiscount Debenture Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to 105 restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and or other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (including the organizational documents of such Person) that prohibits, prohibits or restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon upon, or sell, transfer or otherwise convey all or any part of, any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof, which are to the best of Borrower’s knowledge, identified on Schedule 6.10 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale or other disposition of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof, and (vi) clause (ba) of the foregoing shall not apply to restrictions customary provisions in joint venture and partnership agreements, or conditions imposed other organizational documents, with Persons other than Borrower or its Affiliates restricting Liens on a Receivables Subsidiary by a Permitted Receivables Financingproperty owned thereby or on venture or partnership interests.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willIt will not, nor and will the BC Borrower not permit any Subsidiary of its subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower it or any Subsidiary of its subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower MLP or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions (x) existing on the Original Effective Date date of this Agreement identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition)condition so as to cause such restriction or condition to be more restrictive than the restriction or condition in existence on the date of this Agreement) or (y) arising or agreed to after the date of this Agreement; provided that such restrictions or conditions are not more restrictive than the restrictions and conditions existing on the date of this Agreement, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor will the BC Borrower it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of the Administrative Agent for the benefit of the Secured Parties securing any of the Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower Obligations or any other Subsidiarypart thereof; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, refinancings of or any amendment or modification in each case expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Dispositions permitted by Section 6.05 pending such saleDispositions, provided such restrictions and conditions apply only to the Subsidiary or other asset that is to be sold and such sale is permitted hereundersold, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) including the granting of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financing.any Lien)

Restrictive Agreements. Neither BC Holdings the U.S. Borrower nor the BC Borrower any Restricted Subsidiary will, nor will the BC Borrower permit any Subsidiary to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of BC Holdings, the BC Borrower or any Subsidiary Credit Party to create, incur create or permit to exist any Lien upon on any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC U.S. Borrower or any Restricted Subsidiary or to Guarantee Indebtedness Debt of the BC U.S. Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthe Transaction Document (as such documents are in effect on the Effective Date, and as amended or modified thereafter on terms that are not materially less favorable to the U.S. Borrower and its Restricted Subsidiaries, taken as a whole, considered in the aggregate taking into account all such substantially contemporaneous amendments and modifications of the Transaction Documents), (ii) the foregoing shall not apply to restrictions and conditions (A) existing on the Original Effective Date and identified on Schedule 6.10 6.09 or (but B) existing on an entity or asset at the time such entity or asset is acquired by the U.S. Borrower or any Restricted Subsidiary (but, in each case of (A) and (B), shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, or any extension or renewal of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or an asset pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary or such asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the on property or assets securing such Indebtedness or the Receivables Debt; and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply or any restrictions imposed pursuant to restrictions Specified Coal Agreements or conditions imposed on a Receivables Subsidiary by a Permitted Receivables FinancingMining Leases.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor The Issuers will the BC Borrower not and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower Issuers or any Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Issuers or any other Subsidiary or to Guarantee guaranty Indebtedness of the BC Borrower Issuers or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document the Credit Agreement and related loan documents or Senior Unsecured Debt Documentthe Financing Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 to the Credit Agreement (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Issuer (other than the Company) or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Issuer or Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property Property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary: (a) the ability of BC Holdings, the BC Borrower to amend or otherwise modify this Agreement or any Subsidiary other Loan Document, (b) to create, incur or permit to exist any Lien upon any of its property or assets, or or (bc) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Restricted Subsidiary; provided that that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, , (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, or extending the term of, any such restriction or condition), , (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or its assets pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary (or assets) that is to be sold and such sale is permitted hereunder, , (iv) clause (ab) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables FinancingIndebtedness, as the case may be, and (v) clause (ab) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willwill not, nor and will the BC Borrower not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, prohibits or restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Administrative Agent for the benefit of the Lenders upon any of its property or assetsProperty, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect make Restricted Payments to any shares of its Equity Interests, or to make or repay loans or advances to the BC Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or any Senior Unsecured Debt Notes Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date of this Agreement identified on Schedule 6.10 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property Property or assets securing such Indebtedness or the Receivables other obligation, and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and or other contracts agreements restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary Guarantor to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (including the organizational documents of such Person) that prohibits, prohibits or restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon upon, or sell, transfer or otherwise convey all or any part of, any of its property or assets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof, which are to the best of Borrower’s knowledge, identified on Schedule 6.10 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale or other disposition of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof, and (vi) clause (ba) of the foregoing shall not apply to restrictions customary provisions in joint venture and partnership agreements, or conditions imposed other organizational documents, with Persons other than Borrower or its Affiliates restricting Liens on a Receivables Subsidiary by a Permitted Receivables Financingproperty owned thereby or on venture or partnership interests.

Restrictive Agreements. Neither BC Holdings nor Parent and the BC Borrower willBorrowers will not, nor and will the BC Borrower not permit any Subsidiary other Loan Party or its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Borrowers or any other Subsidiary of any Borrower or to Guarantee Indebtedness of the BC Borrower Borrowers or any other SubsidiarySubsidiary of any Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any this Agreement or the Term Loan Document, Subordinated Debt Document or Senior Unsecured Debt DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property Property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof, (v) the foregoing shall not apply to customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (vi) if a Subsidiary is the obligor under any secured Indebtedness permitted under this Agreement, clause (b) of the foregoing shall not apply to restrictions on dividends or conditions imposed on a Receivables distributions by such Subsidiary by a Permitted Receivables Financingcontained in the agreement relating to such Indebtedness, and (vii) the foregoing, subject to Section 6.23, shall not apply to the 2023 Term Loan Facility and the 2023 Term Loan Facility Documents.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its consolidated Material Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any such Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, or (b) the ability of any such Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or other Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other consolidated Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other consolidated Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Law or by this Agreement or any other Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit ALOSKI or any Subsidiary of their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdingsthe Borrower, the BC Borrower ALOSKI or any Subsidiary of their respective Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of their respective Subsidiaries to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests in such Subsidiary or to make or repay loans or advances to the BC Borrower Borrower, ALOSKI or any Subsidiary of their respective Subsidiaries or to Guarantee Indebtedness of the BC Borrower Borrower, ALOSKI or any other Subsidiaryof their respective Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 8.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Company will not, nor and will the BC Borrower not permit any Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower Company or any Domestic Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets (including, without limitation, negative pledges, but other than negative pledges that do not prohibit, restrict or impose any condition upon Liens securing this Agreement or the Obligations) or (b) the ability of any Domestic Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentby any agreement, document or instrument relating to any Securitization or any indenture, agreement or instrument evidencing or governing Indebtedness, in each case, as in effect on the date hereof or as modified in accordance herewith, or relating to the Existing Securitization as modified in accordance herewith, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such Indebtedness is incurred in accordance with Section 6.01 and such restrictions or conditions apply only to the property or assets securing financed with such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall Company may enter into agreements limiting Guarantees by Subsidiaries, provided that any such agreements do not apply limit or impair the Guarantees issued or required to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingbe issued in connection with this Agreement.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower No Loan Party will, nor and Anixter will the BC Borrower not permit any Subsidiary Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary such Person to create, incur incur, or permit to exist any Lien upon any of its property or assets, or (ba) the ability of any Subsidiary of Anixter to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower Anixter or any other Subsidiary or to Guarantee guarantee Indebtedness of the BC Borrower Anixter or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt by any “Loan Document” (as defined in the Receivables Facility Credit Agreement), (iii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iiii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (vi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Such Borrower willwill not, nor will the BC Borrower it permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC such Borrower or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of the Administrative Agent (or its agent or designee) for the benefit of the Secured Parties securing any of the Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC such Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower Obligations or any other Subsidiarypart thereof; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, rule, regulation or order or by any Loan Document, Subordinated Debt Pari Passu Notes Document or Senior Unsecured Debt Documentdocument governing Refinancing Notes or any Refinancing Junior Loans, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 date hereof (but shall apply to any extension or renewal of, refinancings of or any amendment or modification expanding in each case materially adverse to the scope of, interests of the Lenders taken as a whole under this Agreement or any such restriction or conditionother Loan Document), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Dispositions permitted by Section 6.05 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderDispositions, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement (including any refunding, replacement or any Permitted Receivables Financing refinancing thereof) if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may bePersons obligated thereon, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (including the granting of any Lien), (vi) clause (ba) of the foregoing shall not apply to restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (vii) the foregoing shall not apply if such restrictions and conditions were binding on a Receivables Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Effective Date), so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (viii) clause (a) of the foregoing shall not apply to Liens permitted by a Permitted Receivables Financingthis Agreement, (ix) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures (including the Renewable Diesel Joint Venture) permitted under Section 6.04 and applicable solely to such joint ventures (including the Equity Interests therein) and (x) clause (b) of the forgoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness incurred by non-Loan Parties permitted by this Agreement (including any refunding, replacement or refinancing thereof); provided that to the extent any such agreements are entered into in reliance on this clause (x), such Indebtedness shall be required to be incurred under, and shall be in an amount permitted by, Section 6.01(y).

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to restrictions or conditions contained in the documentation related to the refinancing of the Indebtedness of the Senior Care Subsidiaries as permitted under Section 6.01(b) (provided that such restrictions and conditions taken as a whole shall not expand the scope of the restrictions and conditions with respect to such Indebtedness existing on the date hereof), (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, sale (provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder), (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will(a) Anixter will not, nor and will the BC Borrower not permit any Subsidiary Inventory Facility Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary such Person to create, incur incur, or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of Anixter to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower Anixter or any other Subsidiary or to Guarantee guarantee Indebtedness of the BC Borrower Anixter or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt by any “Loan Document” (as defined in the Inventory Facility Credit Agreement), (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause thereof. (b) Notwithstanding anything to the contrary contained in this Section 7.10, the Borrower will not directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower to create, incur, or permit to exist any Lien upon any of its property or assets, or (b) the ability of Borrower to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to Anixter; provided that the foregoing shall not apply to restrictions or and conditions imposed on a by any Requirement of Law or by any Loan Document or Receivables Subsidiary by a Permitted Receivables FinancingFacility Transaction Document.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor will the BC Borrower they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Restatement Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding if it expands the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and thereof, (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by in connection with a Permitted Receivables FinancingFinancing and (vii) clause (a) of the foregoing shall not apply to customary restrictions imposed by the Philippine Economic Zone Authority on transfers of certain assets of ON Semiconductor Philippines, Inc. in connection with ON Semiconductor Philippines, Inc.’s application for economic benefits from the Philippine Economic Zone Authority.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Borrowers will not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower Borrowers or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Borrowers or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower Borrowers or any other Subsidiary, or (c) the ability of the Borrowers to grant to the Lenders or the Agent any Lien upon any of the Borrowers' property or assets, (except that this clause (c) shall not apply to the incurrence of purchase money obligations permitted under Section 6.01(e)); provided PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof, and (vi) clause (b) of the foregoing shall not apply to the restrictions or conditions imposed by the Meditrust Entities in those certain agreements in effect on a Receivables Subsidiary the date hereof. Section 14. AMENDMENT OF SECTION 6.10. Section 6.10 is hereby amended by a Permitted Receivables Financing.deleting such section in its entirety and substituting therefor the following:

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower will, nor will the BC Borrower not and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Restricted Subsidiary; provided PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.11 (but shall apply to any extension or renewal ofextension, or any renewal, amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on by any agreement relating to Indebtedness of a Receivables Foreign Subsidiary by a Permitted Receivables Financingthat applies only to such Foreign Subsidiary and its assets.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other SubsidiaryObligations; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in leases, subleases or licenses entered into in the ordinary course of business or agreements relating to the sale of a Subsidiary or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisitions, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in permits, leases and other contracts restricting the assignment thereof and or subletting thereof, (vi) clause (ba) of the foregoing shall not apply to agreements are entered into with any person in connection with a sale, lease, license, transfer or disposition permitted under Section 6.03 relating solely to the assets to be sold, leased, licensed, transferred or disposed of, (vii) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture entered into in the ordinary course of business, and (viii) the foregoing shall not apply to customary negative pledges and restrictions on Liens in favor of any holder of (y) Indebtedness permitted under Section 6.01(e) or conditions imposed on a Receivables Subsidiary (l), or (z) Indebtedness under Section 6.01(g) secured by a Permitted Receivables FinancingLien permitted under Section 6.02(j), in each case, solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure the Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other SubsidiaryBorrower; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt 2020 Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 in writing to the Administrative Agent (but shall apply to any extension or renewal of, or any amendment or modification unless not materially expanding the scope of, of any such restriction restrictions or conditionconditions (as determined by the Borrower in good faith)), (iiiC) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivD) clause (a) in the case of the foregoing shall any Subsidiary that is not apply to a wholly-owned Subsidiary, restrictions or and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement its organizational documents or any Permitted Receivables Financing if related joint venture or similar agreement, provided that such restrictions or and conditions apply only to the property or assets securing such Indebtedness or the Receivables Subsidiary and Related Security subject to any Equity Interests in such Permitted Receivables Financing, as the case may beSubsidiary, (vE) clause (a) of restrictions and conditions set forth in the foregoing shall not apply to customary provisions in leases and other contracts restricting definitive documentation governing the assignment thereof ShuttleCo Credit Agreement and (viF) clause (b) of the foregoing shall not apply to restrictions or and conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingagreements relating to Financial Indebtedness of Subsidiaries permitted under Section 6.01.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor will the BC Borrower Holdings permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or by (B) any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthe Revolving Credit Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment amendment, modification or modification replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor will the BC Borrower permit any Subsidiary to, directly Directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any the Loan Document, Subordinated Debt Document or Senior Unsecured Debt DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.07 (but shall apply to or any extension or renewal of, or any amendment or modification expanding to, or any other restriction or condition contained in the agreements governing future Indebtedness of the Company that is substantially identical in substance to, such restriction or condition that does not expand the scope of, any of such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or other asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beany Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and thereof, (vi) clause (b) of the foregoing shall not apply to customary restrictions contained in senior unsecured notes or bonds issued by the Company and (vii) the foregoing shall not apply to restrictions and conditions imposed on a Receivables Subsidiary by a set forth in the Permitted Receivables Financing, but shall apply to any amendment or modification expanding the scope of any such restriction or condition.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor will the BC Borrower they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or by (B) any Loan Document, Subordinated Debt Document or Senior Unsecured Debt any First-Lien Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment amendment, modification or modification replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (ba) of the foregoing shall not apply to restrictions or and conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthat are applicable solely to Foreign Subsidiaries that are not Loan Parties.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor will the BC Borrower it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than the Loan Documents and the Kansas IRB Documents) that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien in favor of the Administrative Agent upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.11 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets of the Borrower or any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any documents governing any sale leaseback transaction permitted by Section 6.07 if such restrictions or conditions apply only to the Receivables and Related Security real property (or assets affixed thereon or integral to the operation thereof) which is the subject to such Permitted Receivables Financing, as the case may besale leaseback transaction, (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof, (vii) the foregoing shall not apply to customary provisions in joint venture agreements and other similar arrangements relating solely to the securities, assets and revenues of such joint venture, and (viviii) clause (b) of the foregoing shall not apply to restrictions or conditions imposed in agreements evidencing Indebtedness permitted by Section 6.01(g) that impose restrictions on a Receivables Subsidiary by a Permitted Receivables Financingthe property so acquired.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Company will not, nor and will the BC Borrower not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure any Secured Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower Company or any Subsidiary other Loan Party or to Guarantee Indebtedness of the BC Borrower or any other SubsidiarySecured Obligations; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, of any such restriction or condition), (iiiC) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivD) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (E) restrictions and conditions set forth in the Pre-Petition Term Credit Agreement, the Term Credit Agreement, (F) restrictions and conditions imposed by agreements relating to Indebtedness of Subsidiaries that are not Loan Parties permitted under Section 6.01(a) and (G) restrictions and conditions imposed on cash to secure letters of credit and other segregated deposits that are permitted pursuant to Section 6.02(h), provided that such restrictions and conditions apply only to such Subsidiaries that are not Loan Parties, (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing Section 6.01(a)(v) if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (vB) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts agreements restricting the assignment thereof and (viiii) clause (b) of the foregoing shall not apply to restrictions or and conditions imposed on by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Receivables Subsidiary by a Permitted Receivables Financingand otherwise permitted under Section 6.01(a) (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), provided that such restrictions and conditions apply only to such Subsidiary.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willBorrowers will not, nor and will the BC Borrower not permit any Subsidiary other Loan Party or its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its Equity Interests, Capital Stock or to make or repay loans or advances to the BC Borrower Borrowers or any other Subsidiary of any Borrower or to Guarantee Indebtedness of the BC Borrower Borrowers or any other SubsidiarySubsidiary of any Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply thereof. Exhibit A to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financing.FirstFourth Amendment #37466145

Restrictive Agreements. Neither BC Holdings nor the BC Borrower No Loan Party will, nor will the BC Borrower it permit any Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Secured Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderhereunder or that are binding on a Subsidiary at the time it becomes a Subsidiary (so long as such restrictions were not created in contemplation of such Person becoming a Subsidiary), (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingother disposition thereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower No Loan Party will, nor will the BC Borrower it permit any Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower BorrowerBorrowers or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower BorrowerBorrowers or any other Subsidiary, in each case in any Material respect; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document(ii) the foregoing shall not apply to customary restrictions and conditions granted by the Loan Parties in good faith and contained in agreements entered into in the normal course of business, (iiiii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iiiiv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willTenant will not, nor will the BC Borrower it permit any Loan Party or any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances or to the BC Borrower transfer any assets to Tenant or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower Tenant or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Lease, any ABL Loan Document, Subordinated Debt Document or Senior Unsecured Debt any Term Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 49.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or substantially all its assets pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary or such assets that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing Lease if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts or licenses restricting the assignment thereof thereof, and (vi) clause (b) of the foregoing shall not apply to (x) restrictions or contained in assumed documents in connection with assumed Indebtedness incurred pursuant to Section 49.01 (i) of Part II, (y) restrictions contained in documents in connection with Indebtedness incurred pursuant to Section 49.01 (o) of Part II provided that such restrictions are no more onerous than market terms and conditions imposed for such type of Indebtedness incurred at the time such Indebtedness is incurred, and provided in any case such subordination provisions are on a Receivables Subsidiary by a Permitted Receivables Financingterms satisfactory to the Landlord, and (z) the Term Loan Documents and the ABL Loan Documents.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willIHS will not, nor will the BC Borrower it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon: (a) the ability of BC Holdings, the BC Borrower IHS or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower IHS or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower IHS or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iiiii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, Indebtedness; (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof; and (viv) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingany agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions are no more restrictive than the restrictions and conditions contained herein and would permit IHS and the Subsidiaries to grant Liens to the Administrative Agent for the benefit of the Credit Parties to secure the Obligations.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and ---------------------- will the BC Borrower not permit any Subsidiary of its Consolidated Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Consolidated Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Consolidated Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Consolidated Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Consolidated Subsidiary; provided that (i) the foregoing shall not -------- apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on pursuant to the Original Effective Date identified on Schedule 6.10 Senior Subordinated Notes (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Consolidated Subsidiary pending such sale, provided such restrictions and conditions apply only to the Consolidated Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause clauses (a) and (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingany Indebtedness that is pari passu in right of payment with the obligations ---- ----- of the Obligors hereunder (i.e. not subordinated in right of payment to such obligations).

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Loan Parties will not, nor and will the BC Borrower not permit any Subsidiary of any Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Borrowers or any other Subsidiary of any Borrower or to Guarantee Indebtedness of the BC Borrower Borrowers or any other SubsidiarySubsidiary of any Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Transaction Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 8.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willshall not, nor will the BC Borrower and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsproperty, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other SubsidiaryRestricted Subsidiary or transfer any of its properties to any Loan Party or (c) the ability of any Loan Party to amend or otherwise modify this Agreement or any other Loan Document; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law or by any the Loan DocumentDocuments, Subordinated the Permitted Debt Document Documents, the Senior Notes Documents or Senior Unsecured Debt Documentby the Preferred Stock Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.11 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any (excluding the Permitted Receivables Financing Debt) if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and thereof, (vi) clause (ba) of the foregoing shall not apply to any encumbrances or restrictions that are or conditions were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or capital stock not otherwise prohibited by this Agreement, (vii) clause (a) of the foregoing shall not apply to any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of intellectual property in the ordinary course of business, and (viii) clause (a) of the foregoing shall not apply to any restrictions on cash or other deposits or net worth imposed on a Receivables Subsidiary by a Permitted Receivables Financingcustomers, suppliers or, in the ordinary course of business, other third parties.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interestscommon stock, or to make or repay loans or advances to the BC Borrower or any Subsidiary or other Subsidiary, to Guarantee Indebtedness of the BC Borrower or any other SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, ; (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, ; (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or and conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, Indebtedness; (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and thereof; (viv) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on by the Investment Credit Agreement; (vi) clause (b) shall not apply to any agreements containing provisions (other than any Right of First Offer or Tag Along Rights) applicable to a Receivables Portfolio Investment that prohibit, restrict or impose any condition upon the ability of the Borrower or any other Subsidiary by to transfer any of its property or assets (each a Permitted Receivables Financing“Lock-up Agreement”); and (v) clause (b) shall not apply to any agreements that contain a Right of First Offer or Tag Along Rights applicable to a Portfolio Investment.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor will the BC Borrower they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or by (B) any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthe Management Term Loan Credit Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment amendment, modification or modification replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Borrowers will not, nor and will the BC Borrower not permit any Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC a Borrower or any Subsidiary of a Borrower to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of a Borrower to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC a Borrower or any other Subsidiary of a Borrower or to Guarantee Indebtedness of the BC a Borrower or any other SubsidiarySubsidiary of a Borrower; provided that but (i1) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, this Agreement; (ii2) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.05 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), ; (iii3) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of a Borrower pending such sale, provided if such restrictions and conditions apply only to the Subsidiary of a Borrower that is to be sold and such sale is permitted hereunder, ; (iv4) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (v5) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor None of the BC Borrower will, nor will the BC Borrower permit Company or any Subsidiary towill, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure the Secured Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower Company or any Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreement or any other Loan Document, Subordinated Debt Document any purchase contract agreement governing any Permitted TEU Purchase Contracts, or Senior Unsecured Debt Documentany documentation evidencing any Qualified LC Obligations, (iiB) restrictions and conditions contained in any agreement or document governing or evidencing Refinancing Indebtedness in respect of Indebtedness referred to in clause (A) (including, for the foregoing shall avoidance of doubt, Permitted First Priority Refinancing Indebtedness or Permitted Second Priority Refinancing Indebtedness) or Refinancing Indebtedness in respect thereof; provided that the restrictions and conditions contained in any such agreement or document referred to in this clause (B) are not apply less favorable in any material respect to the Lenders than the restrictions and conditions imposed by this Agreement, (C) restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to 6.11, and restrictions and conditions contained in any agreement evidencing any renewal, extension or renewal ofrefinancing permitted hereunder of any agreement identified on Schedule 6.11 so long as such renewal, extension or refinancing does not expand the scope of such restrictions or conditions, (D) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any amendment related joint venture or modification expanding similar agreements; provided that such restrictions and conditions apply only to such Subsidiary and to the scope of, any Equity Interests of such restriction or condition)Subsidiary, (iiiE) restrictions imposed by any agreement governing Indebtedness incurred by any Loan Party after the foregoing shall not apply Effective Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Company, no more restrictive with respect to the Company or any Subsidiary than those contained in this Agreement, (F) customary restrictions and conditions contained in agreements relating to the sale sale, transfer, lease or other Disposition of a Subsidiary or any assets of the Company or any Subsidiary, in each case pending such saletransaction; provided that, provided such restrictions and conditions apply only to such Subsidiary or the Subsidiary assets that is are to be sold and sold, leased or otherwise transferred and, in each case, such sale transaction is permitted hereunder, (ivG) restrictions relating to assets encumbered by a Lien permitted by Section 6.02, (H) restrictions or conditions set forth in any agreement governing Indebtedness permitted by Section 6.01; provided that such restrictions and conditions are no more restrictive, taken as a whole, than the comparable restrictions and conditions set forth in this Agreement as determined in the good faith judgment of the Company, (I) restrictions imposed by any agreement governing Indebtedness of a Subsidiary which is not a Subsidiary Guarantor to the extent such Indebtedness is permitted by Section 6.01, and (J) restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (ii) clause (a) of the foregoing this Section 6.11 shall not apply to (A) restrictions or and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing clause (f), (g), (h), (j), (k), (m) and (n) of Section 6.01 if such restrictions or and conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (vB) clause (a) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses and other contracts agreements restricting the assignment thereof and (viC) clause restrictions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.01(g); provided that such restrictions apply only to such Subsidiary and its assets (b) or any special purpose acquisition Subsidiary without material assets acquiring such Subsidiary pursuant to a merger). Nothing in this paragraph shall be deemed to modify the obligations of the foregoing shall not apply to restrictions Loan Parties under Section 5.09 or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingunder the Collateral Documents.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Borrowers will not, nor and will the BC Borrower not permit any Subsidiary of the other Loan Parties to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, to secure the Obligations, or (b) the ability of any Subsidiary Loan Party to pay dividends or other distributions with respect to any shares of its Equity Interests, or to make or repay loans or advances to the BC Borrower or any Subsidiary or Loan Parties, to Guarantee Indebtedness of the BC Borrower Loan Parties or to transfer any other Subsidiaryof its property or assets to the Loan Parties; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by (x) documentation for any other Indebtedness that would permit the Obligations to be secured on a pari passu or senior basis to such Indebtedness, (y) any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or and conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (vz) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof, (iv) clauses (a) and (vib) shall not apply to restrictions on pledging or transferring Equity Interests of Unrestricted Subsidiaries and (v) clause (b) of the foregoing shall not apply to restrictions or conditions imposed by Section 9.5 of BB&T Agreement as in effect on a Receivables Subsidiary by a Permitted Receivables Financingthe date hereof.

Restrictive Agreements. Neither BC Holdings nor the BC ---------------------- Borrower will, nor will the BC Borrower they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other 108 Subsidiary; provided that (i) the foregoing shall not apply to restrictions and -------- conditions imposed by law or by any Loan Document, Subordinated Debt Document or Holdings Senior Unsecured Debt DocumentDiscount Debenture Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and or other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Company shall not, nor will the BC Borrower and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or [Reserved]; (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Capital Stock or to make make, repay or repay prepay loans or advances to the BC Borrower Company or any other Subsidiary or to Guarantee Indebtedness Dispose of assets to the BC Borrower Company or any other Subsidiary; provided that that (i) the foregoing shall not apply to restrictions and conditions imposed by applicable law (including pursuant to regulatory restrictions) or imposed by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, Governmental Authority, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof and identified on Schedule 6.10 7.17 (but shall apply to any extension amendment or renewal ofmodification, or any amendment extension or modification expanding the scope ofrenewal, of any such restriction or conditioncondition that has the effect of making such restriction or condition materially more restrictive), , (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets or property of the Company or any Subsidiary pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary or assets or property that is to be sold and such sale is permitted hereunder, , (iv) clause (a) of the foregoing shall not apply to restrictions that are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness permitted by this Agreement, (v) this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness (including Capitalized Lease Liabilities and Purchase Money Debt) permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets collateral securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, Indebtedness, (vvi) clause (a) of the foregoing this Section shall not apply to customary provisions in leases or licenses or other contracts and agreements restricting the assignment, subletting or sublicensing thereof and (vii) this Section shall not apply to (1) any Subsidiary that is not a Wholly-Owned Subsidiary with respect to restrictions and conditions imposed by such Subsidiary’s organizational documents or any related joint venture or similar agreement so long as any such restriction or condition applies only to such Subsidiary and to any Equity Interests in such Subsidiary, (2) restrictions and conditions imposed on any Subsidiary in existence at the time such Subsidiary became a Subsidiary (but shall apply to any amendment or modification expanding the scope of any such restriction or condition which makes such restrictions and conditions, taken as a whole, materially more restrictive); provided that such restrictions and conditions (A) apply only to such Subsidiary and (B) were not imposed in anticipation of the Facilities, (3) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property and other contracts restricting agreements, in each case entered into in the assignment thereof ordinary course of business; provided that such provisions apply only to the assets that are the subject of such lease, sub-lease, license, sub-license or other agreement and (vi) clause (b) of the foregoing shall not apply to any other assets of the Company or any Subsidiary and (4) restrictions on pledging joint venture interests included in customary provisions in joint venture agreements or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingarrangements and other agreements and other similar agreements applicable to joint ventures.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor will the BC Borrower permit any Subsidiary to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to prohibitions, restrictions and conditions (x) imposed by law law, (y) contained in any of the Loan Documents or by any Loan Document(z) contained in the organizational documents of ▇▇▇▇▇▇ Parent and its Subsidiaries (including their respective operating, Subordinated Debt Document management or Senior Unsecured Debt Documentpartnership agreements, as applicable) to the extent that such prohibition, restriction or condition applies only to the property, assets or Equity Interests of, or dividends, distributions, loans, advances, repayments or guarantees by, ▇▇▇▇▇▇ Parent and its Subsidiaries, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 8.8 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness (including the ▇▇▇▇▇▇ Credit Documents and the loan documentation with respect to any Permitted ▇▇▇▇▇▇ Parent Refinancing Indebtedness) permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property property, assets or assets Equity Interests securing any such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financingand, as in the case may beof the ▇▇▇▇▇▇ Credit Documents and any loan documentation with respect to Permitted ▇▇▇▇▇▇ Parent Refinancing Indebtedness, such restrictions or conditions apply only to the property, assets or Equity Interests of ▇▇▇▇▇▇ Parent and its Subsidiaries; (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and and, (vi) clause clauses (a) and (b) of the foregoing shall not apply to agreements governing Indebtedness not restricted by, or Indebtedness permitted under, Section 8.3 that contain restrictions no more materially restrictive, taken as a whole, than those contained in this Agreement and, in any event, in the case of any restriction subject to clause (a) above, include an exception permitting this Agreement (or conditions imposed any refinancing or replacement thereof permitted under such agreement) to be secured on an equal and ratable basis with any such applicable Indebtedness., (vii) clause (b) shall not apply to (x) agreements governing Indebtedness of a Receivables Subsidiary by a Permitted Receivables Financing.of the Borrower owed to the Borrower or (y) agreements governing Indebtedness of a

Restrictive Agreements. Neither BC Holdings nor the BC (a) The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Significant Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on the Borrower or any Significant Subsidiary that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Significant Subsidiary to pay dividends or make other distributions with respect to any shares of its Equity Interests, Capital Stock or to make or repay loans or advances to the BC Borrower or any Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Significant Subsidiary or to guarantee Indebtedness of the Borrower or any other Significant Subsidiary; , provided that (i) the foregoing shall not apply to to: (i) restrictions and conditions imposed by law or law, by the Loan Documents, any Loan Documentagreement governing Indebtedness permitted under Section 8.1(h), Subordinated Debt Document or Senior Unsecured Debt Documentthe Indenture or, on and after the Anchor Merger Date, the Anchor Indenture, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 8.11 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), and (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Significant Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Significant Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause . (b) The Borrower will not, and will not permit any of its Subsidiaries to, consent to, approve or otherwise permit the Spin for Cash Joint Venture to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on the Spin for Cash Joint Venture that prohibits, restricts or imposes any condition upon the ability of the foregoing shall not apply Spin for Cash Joint Venture to restrictions pay dividends or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingmake other distributions to the Borrower or any of its Subsidiaries.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower (a) No Marvell Company will, nor will the BC Borrower permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist into any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (ai) the ability of BC Holdings, the BC Borrower or any Subsidiary Marvell Company to create, incur create or permit to exist any Lien upon on any of its property or assets, or (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness Debt of the BC Borrower or any other Subsidiary; provided that (i1) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii2) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof and identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, of any such restriction or condition), (iii3) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv4) the foregoing shall not apply to customary provisions in any agreement, indenture or other instrument relating to Debt permitted under Section 6.01 so long as such provisions are consistent with customary market terms for Debt similar to such permitted Debt and are no more restrictive than those set forth herein, (5) clause (ai) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables Debt and Related Security subject to such Permitted Receivables Financing, as the case may be, (v6) clause (ai) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause thereof. (b) Without limiting the foregoing, no Marvell Company will, directly or indirectly, enter into any agreement or other arrangement that prohibits, restricts or imposes any condition on the ability of any Marvell Company to satisfy the foregoing shall not apply requirements of Section 5.12 or Section 5.13 at any time that such provisions are required to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingbe satisfied.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willEDS will not, nor and will the BC Borrower not permit any EDS Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower EDS or any EDS Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any EDS Subsidiary to pay dividends or other distributions with respect to any 57 shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower EDS or any other EDS Subsidiary or to Guarantee Indebtedness of the BC Borrower EDS or any other EDS Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 7.15 and extensions, renewals and replacements thereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a an EDS Subsidiary or asset pending such sale, provided such restrictions and conditions apply only to the EDS Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness (A) Liens permitted by this Agreement or Agreement, (B) any Permitted Receivables Financing or (C) any Customer Finance Transaction if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness Liens or the Receivables and Related Security subject to such Permitted Receivables FinancingFinancing or the property or assets securing the obligations relating to such Customer Finance Transaction, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof and thereof, (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financing, (vii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to the provision of services by EDS or any EDS Subsidiary to the extent that such restrictions or conditions relate to equipment used solely in connection with the performance of that agreement, (viii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any license agreement, client service agreement or other agreement to the extent that such restrictions or conditions relate to software or other intellectual property of EDS or any EDS Subsidiary used in connection with the performance of that agreement; and (ix) the foregoing shall not apply to restrictions and conditions imposed by any indenture, agreement, instrument or other arrangement relating to any property or asset prior to the acquisition thereof by EDS or any EDS Subsidiary or existing on any property or asset of any Person that becomes an EDS Subsidiary after the date hereof prior to the time such Person becomes an EDS Subsidiary (but not to any amendment or modification expanding the scope of any such restriction or condition), provided that, in the case of this clause (ix), such restrictions or conditions (A) are not created in contemplation of or in connection with such acquisition or such Person becoming an EDS Subsidiary and (B) shall not apply to any other property or assets of EDS or any EDS Subsidiary.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor will the BC Borrower permit any Subsidiary to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, materially restricts or imposes any burdensome condition upon (ai) the ability of BC Holdings, the BC Borrower Overnite or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, unless such agreement or other agreement requires only that the Indebtedness governed thereby be secured equally and ratably by Liens granted after the date thereof to secure the Obligations, or (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower Overnite or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower Overnite or any other Subsidiary; provided that (iA) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iiiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) clause (ai) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Indebtedness, Capital Lease Obligations or Synthetic Lease Obligations permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may belease, (vE) clause (ai) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof, (F) the foregoing shall not apply to customary restrictions and conditions contained in agreements effecting Securitization Transactions, to the extent such restrictions and conditions relate to the assets transferred in connection with, or subject to, such Securitization Transactions and/or the Equity Interests of any special purpose entity to which such assets are transferred and (viG) clause (b) of the foregoing shall not apply to restrictions or conditions imposed contained in agreements existing on a Receivables Subsidiary by a Permitted Receivables Financingthe date hereof and identified on Schedule 6.06(b).

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof, and (vi) clause (ba) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financing(A) any unsecured Indebtedness of the Borrower which is pari passu to the Obligations hereunder, and (B) agreements governing Indebtedness permitted under Section 6.02(f).

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Company will not, nor and will the BC Borrower not permit any Material Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon (a) the ability of BC Holdings, the BC Borrower Company or any Material Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Material Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower Company or any Material Subsidiary or to Guarantee Indebtedness of the BC Borrower Company or any other Material Subsidiary; provided that that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or conditioncondition (other than in connection with the extension of the maturity of any underlying Indebtedness which is otherwise permitted hereunder), ), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or an asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or the asset that is to be sold and such sale is permitted hereunder, , (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and thereof, and (vi) clause (b) of the foregoing shall not apply to customary restrictions or and conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingcontained in joint venture agreements executed in connection with investments permitted under Section 6.04.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower No Loan Party will, nor will the BC Borrower it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC any Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthe Specified Crossing Lien Term Indebtedness Loan Documents, if any, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original date hereofAmendment No. 2 Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor will the BC Borrower it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date and identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding in any material respect the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause the foregoing shall not apply to restrictions and conditions imposed by the documentation executed in connection with the financing permitted by clauses (ii), (iii) or (vi) of Section 6.01(k) as long as such restrictions and conditions: (A) are no more onerous to the Borrower and the Subsidiaries and no more beneficial to the parties entitled to the protections thereof, than the restrictions and conditions hereunder and (B) permit the Borrower and the Subsidiaries to create, incur or permit to exist any Lien their respective assets (in addition to the Collateral) in favor of the Agent to secure the Obligations, (v) paragraph (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (vvi) clause paragraph (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Borrowers will not, nor and will the BC Borrower not permit any Subsidiary other Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Borrowers or any other Subsidiary of any Borrower or to Guarantee Indebtedness of the BC Borrower Borrowers or any other SubsidiarySubsidiary of any Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document this Agreement or the Senior Unsecured Debt DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor and the BC Borrower willshall not, nor will the BC Borrower and shall not permit any Subsidiary of their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower Holdings or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien to secure the Obligations upon any of its property assets or assetsproperties, whether now owned or hereafter acquired or (b) the ability of any Subsidiary of the Borrower to pay dividends or other distributions with respect to any shares of its Equity InterestsCapital Stock, or to make or repay loans or advances to the BC Borrower or any Subsidiary Borrower, to Guarantee the Obligations or to Guarantee Indebtedness transfer any of its property or assets to the BC Borrower or any other SubsidiaryBorrower; provided that (i) the foregoing clauses (a) and (b) shall not apply to restrictions and or conditions imposed by law law, this Agreement or by any other Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing clause (b) shall not apply to restrictions and or conditions existing on the Original Effective Date identified on Schedule 6.10 imposed by any Subordinated Debt Document or ▇▇▇▇ ▇▇▇▇ Debt Document (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, document governing any such restriction or conditionPermitted Refinancing thereof), (iii) the foregoing clauses (a) and (b) shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or any assets thereof) pending such sale, provided that such restrictions and conditions apply only to the Subsidiary (or any assets thereof) that is to be sold and such sale is permitted hereunder, (iv) clause the foregoing clauses (a) of and (b) (but, with respect to clause (b), only to the foregoing extent that any imposed transfer restrictions or conditions apply only to property or assets that are subject to Capital Lease Obligations or obligations incurred in connection with purchase money Indebtedness) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or and conditions apply only to the property or assets securing such Indebtedness or and the Receivables and Related Security subject to obligors of such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause the foregoing clauses (a) of the foregoing and (b) shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof and of any such lease, license and/or contract and, (vi) the foregoing clause (b) shall not apply to customary restrictions on transfers of Capital Stock in a joint venture to the extent expressly permitted by clause (x) of the definition of “Permitted Encumbrance” (but, for the avoidance of doubt, there shall be no restriction on the ability of Holdings or any of its Subsidiary Loan Parties to pledge Capital Stock in a joint venture to secure the Obligations).and (vii) the foregoing clauses (a) and (b) shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingany documentation related to Indebtedness that is permitted pursuant to Section 7.1(h) or Section 7.1(q), and Liens that are permitted pursuant to Section 7.2(j) or Section 7.2(k).

Restrictive Agreements. Neither BC Holdings nor the BC Borrower No Loan Party will, nor will the BC Borrower it permit any Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (and any extension or renewal thereof, but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or a business unit pending such sale, provided such restrictions and conditions apply only to the Subsidiary or the business unit that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions and conditions imposed by agreements relating to Indebtedness incurred pursuant to Section 6.01(i) and any extension or renewal thereof (but shall apply to any amendment or modification expanding the scope of any such restriction or condition)[Reserved], (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or that prohibit the Receivables and Related Security subject to transfer of all or substantially all of the assets of the obligor under that agreement or instrument unless the transferee assumes the obligations of the obligor under such Permitted Receivables Financing, as the case may beagreement or instrument, (vvi) in connection with any Indebtedness permitted to be incurred hereunder, the foregoing shall not apply to restrictions and/or encumbrances customary for such Indebtedness and that do not (A) impair the ability of the Borrower and its Subsidiaries to pay, perform or observe their obligations under the Loan Documents or (B) prevent, prohibit or interfere with the creation, perfection or enforcement of any Lien of the Administrative Agent on the Collateral or of the Administrative Agent’s or any Lender’s rights and remedies under any of the Loan Documents, and (vii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts (other than Franchise Agreements) restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Borrowers will not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower Borrowers or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Borrowers or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower Borrowers or any other Subsidiary; provided PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof thereof, and (vi) clause (b) of the foregoing shall not apply to the restrictions or conditions imposed by the Meditrust Entities in those certain agreements in effect on a Receivables Subsidiary by a Permitted Receivables Financingthe date hereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor will the BC Borrower they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if and to the extent that such agreement relating to such Indebtedness shall permit any and all Liens, whether entered into, incurred or permitted to exist prior to, on or after the date of such agreement, securing any Permitted Receivables Financing Obligations, whether such Obligations arise prior to, on or after the date of such agreement, and any Indebtedness incurred to refinance any such Obligations, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness of a Foreign Subsidiary permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing of such Indebtedness or the Receivables Foreign Subsidiary and Related Security subject to such Permitted Receivables Financing, as the case may be, (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor will the BC Borrower it permit any Subsidiary (other than a Joint Venture) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, any Subsidiary to pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or (b) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, or to make or repay loans or advances to the BC Borrower or any Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any the Loan Document, Subordinated Debt Document or Senior Unsecured Debt DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof and identified on Schedule 6.10 (but shall apply to 6.04 and extensions, renewals or refinancings thereof; provided that any extension such extension, renewal or renewal of, or any amendment or modification expanding refinancing does not expand the scope of, any or otherwise make more restrictive, such restriction or condition)restrictions and conditions, (iii) the foregoing shall not apply to customary restrictions and conditions that are contained in agreements relating to any agreement for the sale of any asset or Subsidiary in a Subsidiary pending such sale, provided such restrictions transaction permitted by this Agreement and conditions apply applicable only to the asset or Subsidiary that is to be sold and such sale is permitted hereundersold, (iv) clause (a) of the foregoing shall not apply to restrictions on Subsidiaries in which the aggregate equity investment of the Borrower and its other Subsidiaries (other than any Joint Venture) does not exceed $20,000,000, (v) clause (b) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (vvi) clause (ab) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that that: (i) the foregoing shall not apply to (w) customary non-assignment provisions contained in licenses and leases, entered into in the ordinary course of business consistent with past practice, (x) restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (iiy) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 III (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), ) and (iiiz) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, ; and (ivii) clause (a) of the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (vy) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Company will not, nor and will the BC Borrower not permit any Subsidiary of its Material Subsidiaries or Borrowing Subsidiaries to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower Company or any such Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any such Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof and identified on Schedule 6.10 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and thereof, (vi) the foregoing shall not apply to customary transfer restrictions, rights of first refusal, restrictions on Liens, Indebtedness or Guarantees of Indebtedness and restrictions on dividends in shareholders', partnership and other similar agreements in existence on the date hereof or consistent with past practice, (vii) the foregoing shall not apply to customary restrictions contained in agreements governing Indebtedness of any Subsidiary that is prepayable at the option of such Subsidiary so long as (A) such restrictions do not prohibit, restrict or impose any condition upon the ability of a Borrower to create, incur or permit to exist any Lien upon any of its property or assets to secure its obligations hereunder and under its Borrowing Subsidiary Agreement, if applicable, (B) such restrictions do not prohibit, restrict or impose any condition (other than prior notice) upon the ability of such Subsidiary to make or repay loans or advances to the Company or any other Borrower and (C) no such agreement prohibits, restricts or imposes conditions on the ability of a Subsidiary to pay dividends or distributions with respect to any shares of its capital stock unless any Indebtedness owed to such Subsidiary by a Borrower (x) is subordinated to such Borrower's obligations hereunder and under its Borrowing Subsidiary Agreement, if applicable, and (y) matures, and may not be repaid in whole or in part until, after the Maturity Date and (viii) clause (ba) of the foregoing shall not apply to customary restrictions in agreements governing Indebtedness of the Company so long as such restrictions do not prohibit, restrict or conditions imposed impose any condition on the ability of a Receivables Borrower to incur, create or permit to exist any Lien securing obligations hereunder or under any Borrowing Subsidiary by a Permitted Receivables FinancingAgreement to which such Borrower is party.

Restrictive Agreements. Neither BC Holdings nor Parent and the BC Borrower willBorrowers will not, nor and will the BC Borrower not permit any Subsidiary other Loan Party or its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Borrowers or any other Subsidiary of any Borrower or to Guarantee Indebtedness of the BC Borrower Borrowers or any other SubsidiarySubsidiary of any Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor will the BC Borrower they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or by (B) any Loan Document, Subordinated Debt Document or Senior Unsecured Debt any Second-Lien Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment amendment, modification or modification replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (ba) of the foregoing shall not apply to restrictions or and conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthat are applicable solely to Foreign Subsidiaries that are not Loan Parties.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower No Obligor will, nor will the BC Borrower any Obligor permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that (a) contains a Negative Pledge or (b) prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Parent Guarantor or any other Subsidiary or to Guarantee guarantee Indebtedness of the BC Borrower Parent Guarantor or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 10.9 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder), (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts joint venture agreements with respect to a Joint Venture restricting the assignment thereof transfer or encumbrance of Equity Interests in such Joint Venture or the assets owned by such Joint Venture, and (viv) clause (b) of the foregoing shall not apply to (A) restrictions or conditions imposed contained in agreements evidencing Indebtedness of any Obligor or any of its Subsidiaries which are no more restrictive on any Obligor or any of its Subsidiaries than those contained in this Agreement or (B) any document, instrument or agreement which requires such Person or its Subsidiaries to guarantee such Indebtedness or to grant Liens to secure such Indebtedness, in each case as a Receivables result of its guaranty of the Indebtedness under the Notes or grant of a Lien to secure its obligations under this Agreement, the Notes or a Subsidiary by Guaranty (provided that the required grant of a Permitted Receivables FinancingLien is limited to the same collateral as secures the obligations under this Agreement, the Notes or a Subsidiary Guaranty).

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectlyindirectly (i) enter into or assume any agreement (other than the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties or assets, enter into, incur whether now owned or permit hereafter acquired or (ii) create or otherwise cause or suffer to exist or become effective any agreement consensual encumbrance or other arrangement that prohibits, restricts or imposes restriction of any condition upon kind on the ability of any Subsidiary to: (a) the ability of BC Holdings, the BC pay or make Restricted Payments to Borrower or any Subsidiary Subsidiary; (b) pay any Indebtedness owed to create, incur Borrower or permit any Subsidiary; (c) make loans or advances to exist or from Borrower or any Lien upon Subsidiary; or (d) transfer any of its property or assets, assets to or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, or to make or repay loans or advances to the BC from Borrower or any Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i1) the foregoing shall not apply to restrictions and conditions imposed by law or by any the Loan Document, Subordinated Debt Document or Senior Unsecured Debt DocumentDocuments, (ii2) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified date hereof and contained in the documents listed on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition)6.7, (iii3) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv4) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v5) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willshall not, nor will the BC Borrower and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) 9. the ability of BC Holdings, the BC Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) 10. the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, or to make or repay loans or advances to the BC Borrower or any Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Restricted Subsidiary; , 11. the ability of any Restricted Subsidiary to make loans to, or advances on behalf of, the Borrower or any other Restricted Subsidiary, or 12. the ability of any Restricted Subsidiary to repay loans made to it by, or advances made on its behalf by, the Borrower or any other Restricted Subsidiary, provided that (i) a. the foregoing shall not apply to (1) restrictions and conditions imposed by applicable law or by any the Loan Document, Subordinated Debt Document or Senior Unsecured Debt DocumentDocuments, (ii2) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date identified on Schedule 6.10 8.15 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), or (iii3) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or the assets thereof to the extent permitted by this Agreement, in each case pending such sale, provided such restrictions and conditions apply only to the such Subsidiary that is to be sold or such assets, and such sale is permitted hereunder, (iv) b. clause (a) of the foregoing above shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (vy) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing clauses (a) and (b) shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing clauses (a) and (b) shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing clauses (a) and (b) shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) the foregoing clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financing.thereof. gsdocs\8126959.10

Restrictive Agreements. Neither BC Holdings nor The Parent and the BC Borrower willwill not, nor and will the BC Borrower not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdingsthe Parent, the BC Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions to the Borrower or the ability of the Borrower or any Restricted Subsidiary to pay dividends or other distributions to the Parent, in each case, with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Parent or the Borrower or any Restricted Subsidiary or to Guarantee Indebtedness of the BC Parent, the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, by this Agreement or by any Loan Document, Subordinated Debt Document or Senior the Unsecured Debt DocumentNotes Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC No Borrower will, nor and will the BC Borrower not permit any Subsidiary other Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC a Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower Borrowers or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on imposed by the Original ABL Credit Agreement as of the Effective Date identified on Schedule 6.10 (but shall apply Date, subject to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition)Intercreditor Agreements, (iii) the foregoing shall not apply to restrictions and conditions imposed by the Second Lien Note Purchase Agreement as of the Effective Date, subject to the Second Lien Intercreditor Agreement, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivv) clause (a) of the foregoing above shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (vvi) clause (a) of the foregoing above shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower ---------------------- not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not -------- apply to restrictions and conditions imposed by law or by this Agreement or any of the other Loan Document, Subordinated Debt Document or Senior Unsecured Debt DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing of the other Loan Documents if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and thereof, (vi) clause (ba) of the foregoing shall not apply to restrictions or conditions imposed by any agreement under which the Indebtedness governed by the Senior Note Documents is refinanced, provided that such restrictions or conditions are not materially more restrictive than those contained in the Senior Note Documents on a Receivables the date hereof (and, if such agreement does not provide that the Indebtedness created thereunder will be secured by Liens on property or assets of the Borrower or any Subsidiary, such agreement may contain restrictions or conditions limiting Liens on property or assets of the Borrower or any Subsidiary which are not the subject of Liens granted under the Security Agreement and such restrictions or conditions shall not be deemed more onerous than those contained in the Senior Note Documents on the date hereof) and (vii) clause (a) of the foregoing shall not apply to any requirement that obligations of the Borrower or its Subsidiaries, as the case may be, that are pari passu or subordinated in right of payment to the Senior ---- ----- Subordinated Notes or the guaranties by a Permitted Receivables FinancingSubsidiaries of the Borrower in respect thereof, as the case may be, may not be secured unless the Senior Subordinated Notes and/or such guaranties are at least equally and ratably secured.

Restrictive Agreements. Neither BC Intermediate Holdings nor the BC Borrower will, nor will the BC Borrower they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Intermediate Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or by (B) any Loan Document, Senior Subordinated Debt Note Document or Additional Senior Unsecured Debt Subordinated Note Document, (C) any agreement or instrument governing the terms of Indebtedness permitted under Section 6.01(a)(vii), but only to the extent such restrictions or conditions are imposed only on the Person who becomes a Subsidiary concurrently with the incurrence of such Indebtedness, and (D) any instrument or agreement governing any Indebtedness incurred by a Subsidiary that is not a Loan Party pursuant to Section 6.01(a)(xiv), but only to the extent such restrictions or conditions are imposed only on such Subsidiary and its subsidiaries, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements and other documents (including organizational documents) governing any Permitted Joint Venture, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or the sale of assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (ivv) clause paragraph (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Permitted Securitizations permitted by this Agreement if such restrictions or conditions apply only to the Receivables and the Related Assets that are the subject of the Permitted Securitization, and neither paragraph (a) nor paragraph (b) of the foregoing shall apply to restrictions or conditions imposed on any SPE Subsidiary in connection with any Permitted Securitization, (vi) paragraph (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any (other than in respect of a Permitted Receivables Financing Securitization) if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (vvii) clause paragraph (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to 6.09, together with any extension or renewal ofextension, or any renewal, amendment or modification expanding to the extent it does not expand the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clauses (a) and (b) of this Section shall not apply to any assets that are the subject of an Alternate Program or to any Special Purpose Subsidiary and (v) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof assignment, encumbrance, sub-letting or transfer of such lease and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingcontract.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and ----------------------- will the BC Borrower not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; , provided that (i) the foregoing shall not -------- apply to restrictions and conditions imposed (w) by law or law, (x) by any Loan Document, (y) by the New Revolving Credit Agreement or (z) by the New Senior Subordinated Debt Document or Senior Unsecured Debt DocumentNotes Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing Section 6.01 if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor Each of STX and the BC Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon (a) the ability of BC HoldingsSTX, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or assets to secure the obligations of STX and the Borrower under the Loan Documents or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to STX, the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of STX, the BC Borrower or any other Subsidiary; , provided that that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, , (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date imposed by any Senior Note Document or identified on Schedule 6.10 6.09 (but shall apply to any refinancing, replacement, extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), , (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a any Subsidiary pending such sale, provided such restrictions and conditions apply only to the such Subsidiary that is to be sold and such sale is permitted hereunder, , (iv) the foregoing shall not apply to customary restrictions on or customary conditions to the payment of dividends or other distributions on, or the creation of Liens over, Equity Interests owned by STX, the Borrower or any 104 4156-0326-0209 Subsidiary in any joint venture or like enterprise that is not a Subsidiary contained in the constitutive documents of such joint venture or enterprise, (v) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness permitted by subclause (B) of Section 6.01(a)(ix) of this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (in the case of clause (a) of the foregoing) and/or only to the Subsidiary incurring such Indebtedness or its subsidiaries (in the case of clause (b) of the foregoing), (vi) clause (a) of the foregoing shall not apply to customary provisions in leases or licenses (or sublicenses) of intellectual or similar property restricting the assignment, subletting or transfer thereof, (vii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if Factoring, provided that such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and the Related Security Assets that are the subject to of such Permitted Receivables FinancingFactoring, as the case may be, and (vviii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financing[RESERVED].

Restrictive Agreements. Neither BC Holdings nor the BC Borrower will, nor The Parent will the BC Borrower permit any Subsidiary to, directly or indirectly, not enter into, incur or permit to exist any agreement or other arrangement binding on the Parent or any of its Subsidiaries, or permit any of its Subsidiaries so to do, that prohibits, restricts or imposes any condition upon (ai) the ability of BC Holdings, the BC Borrower or any Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property Property (unless such agreement or assetsarrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist any Lien in favor of the Credit Parties created under the Loan Documents) or (bii) the ability of any Subsidiary of the Parent to pay dividends or make other distributions with respect to any shares of its Equity Interests, Stock or to make or repay loans or advances to the BC Borrower Parent or any other Subsidiary or to Guarantee guaranty Indebtedness of the BC Borrower Parent or any other Subsidiary; , provided that (ia) the foregoing shall not apply to restrictions and conditions imposed by law or by the Loan Documents or the Three Year Loan Documents (provided that any such restrictions or conditions contained in the Three Year Loan Document, Subordinated Debt Document or Senior Unsecured Debt DocumentDocuments are not more onerous than the restrictions and conditions contained in the Loan Documents), (iib) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Agreement Date hereof identified on Schedule 6.10 8.9 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iiic) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivd) clause (ai) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets Property securing such Indebtedness or the Receivables Indebtedness, and Related Security subject to such Permitted Receivables Financing, as the case may be, (ve) clause (ai) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor will the BC Borrower it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other 38 To be included if applicable 39 To be included if applicable arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to the Secured Parties securing the Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided provided, that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or and the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beproceeds thereof, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and thereof, (vi) clause (ba) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by any agreement related to any Indebtedness incurred by a Permitted Receivables FinancingSubsidiary prior to the date on which such Subsidiary was acquired by the Borrower (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (vii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement related to the refinancing of Indebtedness, provided that the terms of any such restrictions or conditions are not materially less favorable to the Lenders than the restrictions or conditions contained in the predecessor agreements and (viii) the foregoing shall not apply to customary provisions in joint venture agreements.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower (a) No Loan Party will, nor will the BC Borrower it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsthe Collateral to secure the Secured Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC any Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentother agreement evidencing Secured Obligations, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or Equity Interests or of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the assets or Equity Interests or such Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may beIndebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof thereof, (vi) the foregoing shall not apply to restrictions on Equity Interests in joint ventures contained in any documents relating to the formation or governance thereof, (vii) clause (a) of the foregoing shall not apply to cash required to secure letters of credit, surety bonding obligations or similar obligations, and (viviii) clause (b) of the foregoing shall not apply to restrictions pursuant to any other indenture or agreement governing the issuance of Indebtedness permitted hereunder, provided that such restrictions and conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingare customary for such Indebtedness as reasonably determined in the good faith judgment of the Company. (b) No Loan Party will, directly or indirectly enter into any material agreement relating to the financing or Disposition of ABL Assets consisting of assets of the type described in clauses (a), (b) and (d) of the definition of ABL Assets, without the prior written consent of the Administrative Agent and the FILO Agent. (c) No Loan Party will, directly or indirectly enter into, participate in or sell any goods in connection with any consignment or similar arrangement, other than the Consignment Agreement.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor will the BC Borrower it permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien in favor of the Administrative Agent and Lenders upon any of its property or assets, or (b) the ability of any Subsidiary of the Borrower’s Subsidiaries to pay dividends or other distributions with respect to any shares of its Equity Interests, Capital Stock or to make or repay loans or advances to the BC Borrower or any Subsidiary of its Subsidiaries or to Guarantee Indebtedness of the BC Borrower or any other Subsidiaryof its Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or other assets that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or other Liens permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables encumbered by such Lien, and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Borrowers will not, nor and will the BC Borrower not permit any Subsidiary of their Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower Borrowers or any Subsidiary of their Restricted Subsidiaries to create, incur or permit to exist Liens on the Collateral in favor of the Administrative Agent pursuant to the Financing Documents (or Liens on the Collateral in favor of any Lien upon any other agent or group of its property lenders that replaces or assetsrefinances the Loans and other obligations of the Borrowers to the Lenders and the Administrative Agent hereunder), or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower Borrowers or any other Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower Borrowers or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Liens permitted by this Agreement (other than second lien Indebtedness permitted to be incurred or any Permitted Receivables Financing secured under Section 6.04(p)) if such restrictions or conditions apply only to the specific property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financingpermitted Lien, as or the case may beproceeds thereof, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon (a) the ability of BC Holdings, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Subsidiary; provided that that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or conditioncondition (other than in connection with the extension of the maturity of any underlying Indebtedness which is otherwise permitted hereunder), ), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or an asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or the asset that is to be sold and such sale is permitted hereunder, , (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Restricted Subsidiary or to guarantee, or incur any other Contingent Obligation with respect to, Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor The Parent and the BC Borrower willwill not, nor and will the BC Borrower not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdingsthe Parent, the BC Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the obligations under the Loan Documents, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Parent, the Borrower or any other Subsidiary or to Guarantee Indebtedness of the BC Parent, the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Restatement Effective Date identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC The Borrower willwill not, nor will the BC Borrower it permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower or any Restricted Subsidiary or to Guarantee Indebtedness of the BC Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions set forth in the Loan Documents and the Senior Note Documents (or any documents evidencing or relating to any Permitted Refinancing), (iii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 7.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the EXCO CREDIT AGREEMENT – Page 104 foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower willThe Loan Parties will not, nor and will the BC Borrower not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower any Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests, Interests or to make or repay loans or advances to the BC Borrower Borrowers or any other Subsidiary or to Guarantee Indebtedness of the BC Borrower Borrowers or any other SubsidiarySubsidiary or to transfer property to the Borrowers or any of the Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and to: (i) conditions imposed by law (including orders of the ICC or TPUC) or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, ; (ii) the foregoing clause (a) shall not apply to assets encumbered by Permitted Liens as long as such restriction applies only to the asset encumbered by such Permitted Lien; (iii) restrictions and conditions existing on the Original Effective Date date of this Agreement not otherwise excepted from this Section 6.09 identified on Schedule 6.10 6.09 (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, of any such restriction or condition), ; (iiiiv) restrictions contained in the foregoing shall Senior Note Documents or any other agreements governing indebtedness so long as not apply to more restrictive than the Senior Notes Documents; (v) any agreement in effect at the time any Person becomes a Subsidiary of either Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary assets pending such sale, ; provided such restrictions and conditions apply only to the Subsidiary that is assets to be sold and such sale is permitted hereunder, ; and (ivvii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and contracts in the ordinary course of business between the Borrowers and their Subsidiaries and their customers and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.

Restrictive Agreements. Neither BC Holdings nor the BC Borrower No Loan Party will, nor will the BC Borrower it permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of BC Holdings, the BC Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of the Borrower that is a Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its Equity Interests, capital stock or to make or repay loans or advances to the BC Borrower or any other Subsidiary that is a Subsidiary Guarantor of the Borrower or to Guarantee Indebtedness of the BC Borrower or any other SubsidiarySubsidiary of the Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of the Borrower pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary of the Borrower that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing above shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or any Permitted Receivables Financing if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Receivables and Related Security subject to such Permitted Receivables Financing, as the case may be, (v) clause (a) of the foregoing above shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financingthereof.