Common use of Restrictive Agreements Clause in Contracts

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to the Borrower or any Restricted Subsidiary, provided that the foregoing clauses (a) and (b) shall not apply to: (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument.

Restrictive Agreements. The Borrower will not, and nor will not it permit any Restricted Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets to secure the Obligations or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary, ; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term other Loan Exchange NotesDocument, any Permitted Pari Passu Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Alternative Incremental Facility Debt, any Customer Financing Guarantee, the Additional Term Notesobligations under which constitute Secured Customer Financing Obligations, and any Refinancing Indebtedness in respect of any of the Unrestricted Additional Term Notesforegoing, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes (B) restrictions and the Second Lien Term Loan Exchange Notes (and Guarantees thereof conditions imposed by the GuarantorsSenior Unsecured Notes Documents as in effect on the date hereof or any agreement or document evidencing Refinancing Indebtedness permitted under clause (b) of Section 6.01; provided that the restrictions and conditions contained in any documentation providing for such agreement or document, taken as a whole, are not less favorable in any Permitted Refinancing thereof or material respect to the Lenders than the restrictions and conditions imposed by the Senior Unsecured Notes Documents, (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each the case under this clause (i) such restrictions or conditions (x) apply solely to a of any Restricted Subsidiary that is not a Loan Partywholly owned Restricted Subsidiary, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to any extension, renewal, amendment, modification or replacement thereof, except such Restricted Subsidiary and to the extent any Equity Interests of such amendmentRestricted Subsidiary, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iiiD) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets of the Borrower or any Restricted Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to the such Restricted Subsidiary or the assets that is or are to be sold and and, in each case, such sale is permitted hereunder; , (ivE) restrictions and conditions existing on the date hereof and identified on Schedule 6.10 (or to any extension or renewal of, or any amendment, modification or replacement not expanding the scope of, any such restriction or condition), (F) restrictions and conditions imposed by the documents governing any Indebtedness of any Foreign Subsidiary permitted by Section 6.01(s); provided that such restrictions and conditions apply only to such Foreign Subsidiary and its Affiliates that are Foreign Subsidiaries and (G) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility; (ii) clause (a) of the foregoing shall not apply to (A) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by clause (f) or (g) of Section 6.01 if such restrictions and conditions apply only to the assets securing such Indebtedness and (B) customary provisions in leases, licenses leases and other contracts agreements restricting the assignment, subletting or transfer thereof or other assets subject thereto; assignment thereof; and (Aiii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all clause (b) of the Equity Interests or assets of such Subsidiary or (B) foregoing shall not apply to restrictions on transfers of assets subject to Liens permitted and conditions imposed by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement relating to Indebtedness of any Restricted Subsidiary in effect existence at any the time any Person becomes a such Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming Subsidiary became a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed otherwise permitted by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the such restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies conditions apply only during the continuance of a default relating to such agreement or instrumentRestricted Subsidiary.

Restrictive Agreements. The Borrower will notBecome a party to any Restrictive Agreement, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition uponexcept Restrictive Agreements as follows: (a) in effect on the ability Closing Date and any replacements, renewals, extensions, refinancings, refundings or exchanges of the Borrower or any amendment, restatement, amendment and restatement, supplement or other Loan Party modification expanding the scope of, such restriction or condition, in each case, so long as not done so in a manner materially adverse to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; orLenders taken as a whole; (b) relating to secured Debt permitted hereunder (including any Refinancing Debt in respect thereof), as long as the ability restrictions apply only to collateral for such Debt (other than the Collateral); (c) constituting customary restrictions on assignment in leases and other contracts; (d) the HY Note Indentures (as amended as permitted hereunder); (e) any guaranty by any Subsidiary of Parent of Parent’s obligations under any HY Notes as permitted under Section 10.2.1(n); (f) pursuant to any Loan Document; (g) pursuant to any Permitted ABS Documents entered into by a Securitization Subsidiary or any Organic Document of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to the Borrower or any Restricted Securitization Subsidiary, provided that the foregoing clauses (a) and (b) shall not apply to:; (ih) restrictions and conditions imposed by (A) any law Applicable Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) by any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause ; (i) such restrictions or conditions (x) apply solely to a Restricted in the case of any Subsidiary that is not a Loan Partywholly-owned Subsidiary, (y) are no more restrictive than the restrictions and conditions imposed by its organizational documents or conditions set forth in the Loan Documents, any related joint venture or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower)similar agreement; (iij) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets Asset Dispositions pending such sale, Asset Disposition; provided that such restrictions and conditions apply only to the Subsidiary or Person and/or assets that is or are subject to be sold such Asset Disposition and such sale is permitted hereunder; (ivk) the foregoing shall not apply to customary provisions in leases, licenses restrictions and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to conditions that were binding on a Subsidiary imposed pursuant to an agreement that has been entered into in connection with at the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of time such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person first becomes a Restricted Subsidiary, provided that so long as the agreements providing for such agreement was restrictions and conditions were not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viiil) restrictions and conditions imposed by agreements relating to Excluded Subsidiaries; (m) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued therebyentered into in connection with any joint venture; (ixn) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower suppliers and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course Ordinary Course of businessBusiness; and (xiiio) comprise restrictions imposed by any agreement governing Indebtedness customary net worth provisions contained in Real Estate leases entered into on by Parent or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentits Subsidiaries.

Restrictive Agreements. The Prior to the Acquisition Closing Date, the Borrower will not, and will not permit any Restricted Subsidiary, and, after the Acquisition Closing Date, Parent will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or Collateral or (b) the ability of any Restricted Subsidiary to make Restricted Payments to or to make or repay loans or advances to the Borrower or any Restricted SubsidiaryLoan Party, provided that the foregoing clauses (a) and (b) shall not apply to: to (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiarieslaw, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, any Additional Debt, and any Miami Loan Document, any Miami Additional Debt, any documents governing the Second Lien Miami Term LoansLoan Exchange Notes, the Second Lien Miami Additional Term LoansNotes, the Second Lien Incremental FacilityMiami Unrestricted Additional Term Notes, the Second Lien Miami Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Miami Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any Miami Additional Debt, and, in each case, any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no not materially more restrictive (taken as a whole) (as determined in good faith by the Borrower) than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); ; (ii) restrictions and conditions existing on the Closing Effective Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); ; (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; ; (Av)(A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); ; (vi) restrictions created in connection with any Qualified Securitization Financing; ; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower Parent or any other Restricted Subsidiary; ; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly wholly-owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly wholly-owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly wholly-owned Restricted Subsidiary and the Equity Interests issued thereby; ; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; ; (x) any restrictions regarding licensing or sublicensing by the Borrower Parent and its Restricted Subsidiaries of Intellectual Property intellectual property in the ordinary course of business; ; (xi) any restrictions that arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; ; (xii) are any restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and , (xiii) restrictions and conditions imposed by agreements relating to the Transactions and (xiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary of their respective Subsidiaries that are Loan Parties or Domestic Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower any Loan Party or any of its Domestic Subsidiaries (other Loan Party than any Excluded Subsidiaries) to create, incur or permit to exist any Lien upon any of its property or assets (unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist, or the ability of the Administrative Agent to exercise any right or remedy with respect to, any Lien in favor of the Secured Parties (excluding Lender CounterpartiesAdministrative Agent created under the Loan Documents) upon any of its Collateral; or or (b) the ability of any Restricted Subsidiary Loan Party or any of its Domestic Subsidiaries (other than Excluded Subsidiaries) to pay dividends or make Restricted Payments other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Lead Borrower or any Restricted other Loan Party or Domestic Subsidiary (other than any Excluded Subsidiary, ) or to Guarantee Indebtedness of Lead Borrower or any other Loan Party or Domestic Subsidiary (other than any Excluded Subsidiary); provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (iiB) restrictions and conditions existing on the Closing Agreement Date identified on Schedule 7.10 (and any extension or to renewal of, and any extension, renewal, amendment, amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement that does not materially expands expand the scope of of, any such restriction or condition condition), (as determined in good faith by the Borrower); (iiiC) customary restrictions and conditions contained in agreements relating to the sale Disposition of a Subsidiary or any its Equity Interests or assets, or assets of Lead Borrower, pending such saleDisposition, provided that such restrictions and conditions apply only to the Subsidiary Subsidiary, Equity Interests or assets that is or are to be sold Disposed and such sale Disposition is permitted hereunder; , (ivD) restrictions and conditions in effect at the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) time any restrictions with respect to Person becomes a Subsidiary imposed pursuant to an agreement that has been and not entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; , (viiiE) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries joint ventures permitted hereunder and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary joint venture and/or its Equity Interests, (F) restrictions and the Equity Interests issued thereby; (ix) any restrictions conditions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and , (xiiiG) comprise customary restrictions and conditions imposed by in connection with purchase money obligations, mortgage financings and lease obligations with respect to the property purchased or leased or (H) any restriction or condition arising from amendments, replacements, extensions or renewals of any agreement governing Indebtedness entered into on or after containing any of the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable foregoing to the Secured Parties than extent that the encumbrances and restrictions contained in scope of the Loan Documents (as determined by the Borrower) restriction or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will condition is not adversely affect, expanded in any material respect, the Borrower’s ability (ii) clause (a) of this Section shall not apply to make principal restrictions or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default conditions imposed by any agreement relating to secured Indebtedness or leases permitted by this Credit Agreement if such agreement restrictions or instrumentconditions apply only to the property or assets securing such Indebtedness or subject to such leases, as the case may be, and (iii) clause (a) of this Section shall not apply to customary provisions in agreements restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, to enter into any agreement, instrument, deed or lease that prohibits, restricts prohibits or imposes any condition upon: (a) limits the ability of the Borrower or any other Loan Party to create, incur incur, assume or permit suffer to exist any Lien in favor upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances with respect to the Borrower Secured Obligations or any Restricted Subsidiary, under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to: (ia) restrictions and conditions imposed by (A1) any law or any applicable rule, regulation or order, or any request Requirements of any Governmental Authority having regulatory authority over the Borrower or any of its SubsidiariesLaw, (B2) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement the ABL Loan Documents, the Secured Notes or any documents governing the Term Loan Exchange Unsecured Notes, the Additional Term Notes(3) any documentation governing Incremental Equivalent Debt, the Unrestricted Additional Term Notes(4) any documentation governing Permitted Unsecured Refinancing Debt, the Credit Agreement Permitted First Priority Refinancing IndebtednessDebt or Permitted Second Priority Refinancing Debt, the Refinancing Notes(5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantorsxxi) or (xxvi) and (6) any documentation providing for governing any Permitted Refinancing thereof or incurred to refinance any such Indebtedness referenced in clauses (C1) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause through (i5) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower)above; (iib) customary restrictions and conditions existing on the Closing Effective Date or to and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower)condition; (iiic) 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; (ivd) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject theretoassignment thereof; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (Be) restrictions on transfers of assets subject imposed by any agreement relating to Liens secured Indebtedness permitted by Section 6.02 (but, with respect this Agreement to any the extent such Lien, restriction applies only to the extent that property securing such transfer restrictions apply solely to the assets that are the subject of such Lien)Indebtedness; (vif) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viiig) customary provisions restrictions or conditions in shareholders agreementsany Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, joint venture agreementsin the case of Junior Financing, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued therebyits Subsidiaries; (ixh) any restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of businessbusiness (or other restrictions on cash or deposits constituting Permitted Encumbrances); (xi) restrictions set forth on Schedule 6.09 and any restrictions regarding licensing extension, renewal, amendment, modification or sublicensing by replacement thereof, except to the Borrower and its Restricted Subsidiaries extent any such amendment, modification or replacement expands the scope of Intellectual Property in the ordinary course of businessany such restriction or condition; (xij) arise customary provisions in connection with cash or joint venture agreements and other deposits similar agreements applicable to joint ventures permitted under Section 6.02 and by Section 6.04; (xiik) are customary restrictions on cash contained in leases, subleases, licenses, sublicenses or other deposits asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or net worth imposed by customers under contracts entered into in assignment of any lease governing a leasehold interest of the ordinary course of businessBorrower or any Restricted Subsidiary; and (xiiim) comprise restrictions imposed by any agreement governing Indebtedness customary net worth provisions contained in real property leases entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken by Subsidiaries, so long as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument has determined in good faith that such encumbrances or restrictions will net worth provisions would not adversely affect, in any material respect, reasonably be expected to impair the Borrower’s ability of the Borrower and its Subsidiaries to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentmeet their ongoing obligations.

Restrictive Agreements. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of Holdings, the Borrower or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets that are Collateral or required to be Collateral to secure the Obligations or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests, to make or repay loans or advances to the Borrower or any Restricted Subsidiary, to Guarantee Indebtedness of the Borrower or any Restricted Subsidiary, to transfer any of its properties or assets to the Borrower or any Restricted Subsidiary or to grant Liens on its assets (including Equity Interests) to the Administrative Agent; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) any law or by this Agreement, any applicable ruleSpin-Off Document, regulation any other Loan Document, any Incremental Facility Amendment, any Refinancing Facility Agreement, any document governing any Refinancing Term Loan Indebtedness or order, Refinancing Indebtedness or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiariesdocument governing Alternative Incremental Facility Debt, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted restrictions and conditions imposed by this Agreement the Senior Notes Documents as in effect on the Amendment and Restatement Effective Date or any documents governing the agreement or document evidencing Refinancing Term Loan Exchange Notes, Indebtedness in respect of the Additional Term Notes, Senior Notes Documents permitted under clause (ii) of Section 6.01(a); provided that the Unrestricted Additional Term Notes, restrictions and conditions contained in any such agreement or document taken as a whole are not materially less favorable to the Credit Agreement Refinancing Indebtedness, Lenders than the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes restrictions and the Second Lien Term Loan Exchange Notes (and Guarantees thereof conditions imposed by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or Senior Notes Documents, (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each the case under this clause (i) such restrictions or conditions (x) apply solely to a of any Restricted Subsidiary that is not a Loan Partywholly owned Restricted Subsidiary, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to any extension, renewal, amendment, modification or replacement thereof, except such Restricted Subsidiary and to the extent any Equity Interests of such amendmentRestricted Subsidiary, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iiiD) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets of Holdings, the Borrower or any Restricted Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to the such Restricted Subsidiary or the assets that is or are to be sold and and, in each case, such sale is permitted hereunder; , (ivE) restrictions and conditions existing on the Amendment and Restatement Effective Date and identified on Schedule 6.10 (and any extension or renewal of, or any amendment, modification or replacement of the documents set forth on such schedule that do not expand the scope of, any such restriction or condition in any material respect), (F) restrictions and conditions imposed by any agreement relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and otherwise permitted by clause (vii) of Section 6.01(a) or to any restrictions in any Indebtedness of a non-Loan Party Restricted Subsidiary permitted by clause (viii) or clause (xix) of Section 6.01(a), in each case if such restrictions and conditions apply only to such Restricted Subsidiary and its subsidiaries, (G) restrictions and conditions imposed by the Indemnity Documents as in effect on the Effective Date (and any extension or renewal of, or any amendment, modification or replacement of the Indemnity Documents that do not expand the scope of, any such restriction or condition in any material respect), (H) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (I) any encumbrance or restriction under documentation governing other Indebtedness of Holdings, the Borrower and any Restricted Subsidiaries permitted to be incurred pursuant to Section 6.01, provided that such encumbrances or restrictions will not materially impair (1) the foregoing shall not apply Borrower’s ability to make principal and interest payments hereunder or (2) the ability of the Loan Party to provide any Lien upon any of its assets that are Collateral or required to be Collateral, (J) customary provisions in leases, licenses licenses, sublicenses and other contracts (including licenses and sublicenses of Intellectual Property) restricting the assignmentassignment thereof, subletting or transfer thereof or other assets subject thereto; (AK) restrictions imposed by any restrictions with respect agreement relating to a Subsidiary imposed pursuant secured Indebtedness permitted by this Agreement to an agreement that has been entered into in connection with the saleextent such restriction applies only to the property securing such Indebtedness, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (BL) restrictions on transfers of assets subject to Liens permitted by Section 6.02 cash (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vior Permitted Investments) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; business (xor other restrictions on cash or deposits constituting Permitted Encumbrances), (M) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (N) customary provisions restricting subletting or assignment of any restrictions regarding licensing lease governing a leasehold interest of the Borrower or sublicensing any Restricted Subsidiary and (O) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligations; and (ii) clause (a) of Intellectual Property in the ordinary course of business; foregoing shall not apply to (xiA) arise in connection with cash or other deposits permitted under Section 6.02 restrictions and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions conditions imposed by any agreement governing relating to secured Indebtedness entered into on or after the Closing Date permitted by clause (vi) of Section 6.01(a) if such restrictions and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable conditions apply only to the Secured Parties than assets securing such Indebtedness and (B) customary provisions in leases and other agreements restricting the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentassignment thereof.

Restrictive Agreements. The Parent Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into or incur any agreementagreement or other contractual arrangement to which any of them is party that, instrumentdirectly or indirectly, deed or lease materially restricts the ability of any Subsidiary (other than any Subsidiary that prohibits, restricts or imposes any condition upon:is not a Material Subsidiary): (a) the ability of the Borrower to pay cash dividends or any other Loan Party cash distributions with respect to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its CollateralCapital Stock; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to the Parent Borrower or any Restricted other Subsidiary, ; or (c) to incur Guarantee Obligations that are required by the terms of the Loan Documents in respect of the Revolving Commitments; provided that the foregoing clauses (a) and (b) shall not apply toto any of the following: (i) restrictions and conditions imposed by (A) any law Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower)Agreement; (ii) restrictions and conditions arising under any agreement or arrangement that exists on the date hereof or that renews, extends, refinances, refunds or replaces any agreement or arrangement existing on the Closing Date date hereof, including successive renewals, extensions, refinancings, refundings or to any extension, renewal, amendment, replacements (it being understood that no amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement that materially expands the scope of any such restriction the restrictions, taken as a whole, in the agreement governing the Indebtedness being renewed, extended, refinanced, refunded or condition (as determined in good faith replaced shall be permitted by the Borrowerthis clause); (iii) restrictions arising under any agreement or arrangement providing for, securing, guaranteeing or otherwise supporting additional Indebtedness not contemplated by clause (ii) above of the Parent Borrower or any of its Subsidiaries which in the good faith judgment of the Parent Borrower are either substantially consistent with the restrictions under financing agreements and conditions arrangements in effect on the date hereof or at least as favorable as customary market terms taken as a whole on the date of issuance thereof for issuers with a similar credit rating; (iv) restrictions contained in agreements or arrangements relating to the sale or other Disposition of a Subsidiary (or any assets of its assets) pending such saleDisposition, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale disposition is permitted hereunder; (ivv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by customers under agreements entered into in the ordinary course of business; (xvi) customary restrictions in connection with securitizations of accounts receivable in an aggregate amount as to all such programs of up to US$350,000,000 at any one time outstanding (calculated by reference to the maximum financing amount available for any Special Purpose Subsidiary under each such program); (vii) restrictions regarding licensing relating to a Person that after the date hereof becomes, or sublicensing is merged or consolidated with, a Subsidiary of the Parent Borrower (or relating to any property or assets acquired by the Parent Borrower or any of its Subsidiaries after the date hereof), if such restrictions were in effect on the date of such transaction and were not incurred in contemplation of such transaction and any renewals and extensions thereof (it being understood that such renewals and extensions do not materially expand the scope of the restrictions); (viii) restrictions in agreements among the Parent Borrower and its Restricted Subsidiaries that may be waived by the Parent Borrower or any of Intellectual Property in its Subsidiaries without the ordinary course consent of businessany other Person; (xiix) arise in connection with cash restrictions by reason of any applicable law, rule, regulation or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash order, or other deposits required by any regulatory authority having jurisdiction over the Parent Borrower or net worth imposed by customers under contracts entered into in the ordinary course any of businessits Subsidiaries or any of their businesses; and (xiiix) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in joint venture agreements, partnership agreements and other similar agreements with respect to a joint ownership arrangement restricting the disposition or distribution of assets or property of, or the activities of, such joint venture, partnership or other joint ownership entity, or any of such Person’s subsidiaries, if such restrictions are not applicable to the property or assets of any other Person. Nothing contained in this Section 7.5 shall prevent the Parent Borrower or any of its Subsidiaries from creating, incurring, assuming or suffering to exist any Permitted Encumbrances or any other Liens otherwise permitted by Section 7.2, or restricting dispositions of property or assets subject to any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties Lien or transfers of property or assets other than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentcash.

Restrictive Agreements. The Borrower will notNone of the Parent, and will not permit the Obligor or any other Restricted Subsidiary to, enter into shall become subject to any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: contractual restrictions upon (a) the ability of the Borrower Parent, the Obligor or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets to secure any Secured Obligations or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the Borrower Parent, the Obligor or any other Restricted Subsidiary or to Guarantee Indebtedness of the Parent, the Obligor or any other Restricted Subsidiary, ; provided that that: (i) the foregoing clauses (a) and (b) shall not apply to: (iA) restrictions in the HFOTCO Company Agreement as in effect on the Closing Date; (B) restrictions in the Bond Documents; (C) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or orderthe HFOTCO Credit Agreement as in effect on the Closing Date, or any request agreement or document governing or evidencing Refinancing Indebtedness in respect thereof permitted under clause (b) of any Governmental Authority having regulatory authority over the Borrower or any definition of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any term “Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01Debt”, provided that the restrictions and conditions contained in each case under this clause (i) any such restrictions agreement or conditions (x) apply solely document, taken as a whole, are not less favorable to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive the Bondholders than the restrictions or and conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith imposed by the Borrower)HFOTCO Credit Agreement as in effect on the Closing Date; (iiD) restrictions and conditions existing on the Closing Date or identified on Schedule 6.13 (but shall apply to any extension, renewal, amendment, amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands expanding the scope of any such restriction or condition (as determined in good faith by the Borrowercondition); (E) in the case of any Restricted Subsidiary that is not a wholly-owned Restricted 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 Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary; or (F) restrictions and conditions imposed by any agreement or instrument evidencing any Indebtedness permitted to be incurred under Section 6.02 subsequent to the Closing Date, provided that the restrictions and conditions contained in any such agreement or instrument, taken as a whole, are not less favorable to the Bondholders than the restrictions and conditions imposed by the the HFOTCO Credit Agreement as in effect on the Closing Date; (ii) clause (a) of the foregoing shall not apply to: (A) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by clause (h) or (i) of the definition of “Permitted Debt” if such restrictions or conditions apply only to the assets securing such Indebtedness; (B) customary provisions in leases and other agreements restricting the assignment thereof; or (C) restrictions and conditions imposed by any agreement or instrument of or with respect to any Restricted Subsidiary or the property or assets of any Person at the time the Equity Interests in such Restricted Subsidiary or such property or assets are acquired by the Parent or any Restricted Subsidiary, in each case, so long as such agreement or instrument was not entered into, or such restrictions and conditions were not imposed, in contemplation of or in connection with such acquisition and were in existence on the date of such acquisition; and (iii) clause (b) of the foregoing shall not apply to: (A) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Restricted Subsidiary, or any assets a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Restricted Subsidiary, or assets the business unit, division, product line or line of business, that is or are to be sold and such sale is permitted hereunder;; or (iv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers and conditions imposed by agreements relating to Indebtedness of assets subject to Liens any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Subsidiary and otherwise permitted by Section 6.02 clause (but, with respect i) of the definition of “Permitted Debt” (but shall apply to any extension, renewal, amendment or modification expanding the scope of any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lienrestriction or condition); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into restrictions and conditions apply only to such Restricted Subsidiary. Nothing in contemplation of such Person becoming a Restricted Subsidiary and this paragraph shall be deemed to modify the restriction or condition requirements set forth in such agreement does not apply to the Borrower definition of the term “Collateral and Guarantee Requirement” or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course obligations of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by Parties under Sections 5.10, 5.11 or 5.12 or under the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentSecurity Documents.

Restrictive Agreements. The Borrower will notBecome a party to any Restrictive Agreement, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: except a Restrictive Agreement (a) in effect on the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its CollateralClosing Date; or (b) relating to secured Debt permitted hereunder, as long as the ability restrictions apply only to collateral for such Debt and such collateral does not constitute Collateral; (c) constituting customary restrictions on assignment in leases and other contracts; (d) governing Refinancing Debt; (e) embodied in the Organic Documents relating only to a Permitted Joint Venture Subsidiary and restricting only such Permitted Joint Venture Subsidiary (provided that such Restrictive Agreement may not restrict the right of any Restricted such Permitted Joint Venture Subsidiary to make Restricted Payments incur or repay Borrowed Money owing to Borrowers or Guarantors or to modify, extend or renew any agreement evidencing such Borrowed Money, to grant Liens on any Collateral or to declare or make Distributions); (f) embodied in the Senior Notes; and (g) that do not affect the Collateral (or repay loans or advances Agent’s Liens thereon), are immaterial to the Borrower or any Restricted Subsidiary, provided that the foregoing clauses (a) and (b) shall not apply to: (i) restrictions and conditions imposed performance by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations Parties of their Obligations under the Loan Documents and as and when due could not reasonably be expected to have a Material Adverse Effect, in each case as are customary in the Ordinary Course of Business (as determined i) in good faith by the Borrower); Hedging Agreements, (ii) restrictions and conditions existing on the Closing Date in sale, sale leaseback, purchase or to any extension, renewal, amendment, modification merger agreements pending a sale or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); merger; (iii) restrictions in any contract or contractual obligation (including leases and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions licenses) restricting assignment thereof; and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) the foregoing shall not apply to customary provisions in leases, licenses and other imposed by customers or under contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentworth.

Restrictive Agreements. The Borrower Parent will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or Collateral or (b) the ability of any Restricted Subsidiary to make Restricted Payments to or to make or repay loans or advances to the Borrower or any Restricted SubsidiaryLoan Party, provided that the foregoing clauses (a) and (b) shall not apply to: to (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiarieslaw, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, any Additional Debt, and any Seattle Loan Document, any Seattle Additional Debt, any documents governing the Second Lien Seattle Term LoansLoan Exchange Notes, the Second Lien Seattle Additional Term LoansNotes, the Second Lien Incremental FacilitySeattle Unrestricted Additional Term Notes, the Second Lien Seattle Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Seattle Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any Seattle Additional Debt, and, in each case, any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no not materially more restrictive (taken as a whole) (as determined in good faith by the Borrower) than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); ; (ii) restrictions and conditions existing on the Closing Effective Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); ; (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; ; (Av)(A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); ; (vi) restrictions created in connection with any Qualified Securitization Financing; ; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower Parent or any other Restricted Subsidiary; ; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly wholly-owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly wholly-owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly wholly-owned Restricted Subsidiary and the Equity Interests issued thereby; ; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; ; (x) any restrictions regarding licensing or sublicensing by the Borrower Parent and its Restricted Subsidiaries of Intellectual Property intellectual property in the ordinary course of business; ; (xi) any restrictions that arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; ; (xii) are any restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and , (xiii) restrictions and conditions imposed by agreements relating to the Transactions and (xiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower Parent or any other Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to the extent such Lien is required to be granted in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or pursuant to the Loan Documents or (b) the ability of any Restricted Subsidiary to make pay dividends or other distributions to Parent or any Restricted Payments Subsidiary or to make or repay loans or advances to the Borrower Parent or any other Restricted Subsidiary, Subsidiary or to Guarantee the Obligations; provided that (i) the foregoing limitations in clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed any law, by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement Permitted Receivables Facility Documents or any documents governing Swap Agreements to the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness extent permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party6.05, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (iiB) restrictions and conditions existing on the Closing Effective Date identified on Schedule 6.08, (C) restrictions and conditions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and any amendments or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement modifications thereof that do not materially expands expand the scope of any such restriction or condition taken as a whole; provided that such restrictions and conditions apply only to such Restricted Subsidiary, (D) any agreement or other instrument of a Person, or relating to Indebtedness or Equity Interests of a Person, acquired by or merged, amalgamated or consolidated with and into Parent or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as determined a Restricted Subsidiary, or any other transaction entered into in good faith by connection with any such acquisition, merger, consolidation or amalgamation in existence at the Borrowertime of such acquisition or at the time it merges, amalgamates or consolidates with or into Parent or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof); , which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired or designated and its Subsidiaries or the property or assets so acquired or designated; (iiiE) 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 sale to the Subsidiary or assets that is or are to be sold and extent such sale is permitted hereunder; , (iv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (AF) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer restriction arising under or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; agreement or instrument of any joint venture (viiincluding with respect to Equity Interests therein), (G) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 6.03 pending the consummation of such Disposition, (H) restrictions or conditions upon the transfers of assets encumbered by a Lien permitted by Section 6.02, (I) restrictions or conditions set forth in the Senior Secured Notes (including, in each case, the indentures and other agreements and documents related thereto), (J) customary restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, governing Indebtedness permitted by Section 6.01; provided that such agreement was not entered into in contemplation of such Person becoming restrictions or conditions are no more restrictive, taken as a Restricted Subsidiary whole, than the comparable restrictions and the restriction or condition conditions set forth in such agreement does not apply to this Agreement as determined in the Borrower or any other Restricted Subsidiary; good faith judgment of Parent, (viiiK) customary restrictions or provisions in shareholders agreementsrestricting assignments of any agreement, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ixL) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (xincluding escrowed funds) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness or consistent with industry practice, (M) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Parent or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; and provided that such agreement prohibits the encumbrance of solely the property or assets of Parent or such Restricted Subsidiary that are subject to such agreement; (xiiiN) comprise restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (N) of this Section 6.08; provided that such amendments or refinancings do not materially expand the scope of any such restriction or condition; and (ii) clause (a) of the foregoing shall not apply to (1) restrictions or conditions imposed by any agreement governing relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (2) customary provisions in leases, subleases, licenses, sublicenses and other agreements entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents ordinary course of business and (as determined by 3) customary provisions in purchase money obligations and capital lease obligations on the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentproperty acquired pursuant thereto.

Restrictive Agreements. The Parent Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into or incur any agreementagreement or other contractual arrangement to which any of them is party that, instrumentdirectly or indirectly, deed or lease materially restricts the ability of any Subsidiary (other than any Subsidiary that prohibits, restricts or imposes any condition upon:is not a Material Subsidiary): (a) the ability of the Borrower to pay cash dividends or any other Loan Party cash distributions with respect to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its CollateralCapital Stock; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to the Parent Borrower or any Restricted other Subsidiary, ; or (c) to incur Guarantee Obligations that are required by the terms of the Loan Documents in respect of the Revolving Commitments; provided that the foregoing clauses (a) and (b) shall not apply toto any of the following: (i) restrictions and conditions imposed by (A) any law Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower)Agreement; (ii) restrictions and conditions arising under any agreement or arrangement that exists on the date hereof or that renews, extends, refinances, refunds or replaces any agreement or arrangement existing on the Closing Date date hereof, including successive renewals, extensions, refinancings, refundings or to any extension, renewal, amendment, replacements (it being understood that no amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement that materially expands the scope of any such restriction the restrictions, taken as a whole, in the agreement governing the Indebtedness being renewed, extended, refinanced, refunded or condition (as determined in good faith replaced shall be permitted by the Borrowerthis clause); (iii) restrictions arising under any agreement or arrangement providing for, securing, guaranteeing or otherwise supporting additional Indebtedness not contemplated by clause (ii) above of the Parent Borrower or any of its Subsidiaries which in the good faith judgment of the Parent Borrower are either substantially consistent with the restrictions under financing agreements and conditions arrangements in effect on the date hereof or at least as favorable as customary market terms taken as a whole on the date of issuance thereof for issuers with a similar credit rating; (iv) restrictions contained in agreements or arrangements relating to the sale or other Disposition of a Subsidiary (or any assets of its assets) pending such saleDisposition, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale disposition is permitted hereunder; (ivv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by customers under agreements entered into in the ordinary course of business; (vi) customary restrictions in connection with securitizations of accounts receivable or arising in connection with supply chain financing arrangements, in each case, in an aggregate amount as to all such programs of up to US$350,000,000 at any one time outstanding (calculated by reference to (x) in the case of securitizations, the maximum financing amount available for any restrictions regarding licensing or sublicensing Special Purpose Subsidiary under each such program and (y) in the case of supply chain financing arrangements, the amount of cash proceeds received by the Parent Borrower or any of its Subsidiaries from sales of outstanding accounts receivable giving rise to any such restrictions); (vii) restrictions relating to a Person that after the date hereof becomes, or is merged or consolidated with, a Subsidiary of the Parent Borrower (or relating to any property or assets acquired by the Parent Borrower or any of its Subsidiaries after the date hereof), if such restrictions were in effect on the date of such transaction and were not incurred in contemplation of such transaction and any renewals and extensions thereof (it being understood that such renewals and extensions do not materially expand the scope of the restrictions); (viii) restrictions in agreements among the Parent Borrower and its Restricted Subsidiaries that may be waived by the Parent Borrower or any of Intellectual Property its Subsidiaries without the consent of any other Person; (ix) restrictions by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent Borrower or any of its Subsidiaries or any of their businesses; (x) restrictions contained in joint venture agreements, partnership agreements and other similar agreements with respect to a joint ownership arrangement restricting the ordinary course disposition or distribution of business;assets or property of, or the activities of, such joint venture, partnership or other joint ownership entity, or any of such Person’s subsidiaries, if such restrictions are not applicable to the property or assets of any other Person; and (xi) arise restrictions arising under any agreement or arrangement in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; the Subsidiary Credit Facility which, in each case, in the good faith judgment of the Parent Borrower, (xiix) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement at least as favorable as customary market terms for similar credit facilities taken as a whole (a) are not materially less favorable to on the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) date of issuance thereof for issuers with a similar credit rating or (by) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, affect the Borrower’s Borrowers’ ability to make principal or and interest payments required hereunder on the Loans. Nothing contained in this Section 7.5 shall prevent the Parent Borrower or any of its Subsidiaries from creating, incurring, assuming or suffering to exist any Permitted Encumbrances or any other Liens otherwise permitted by Section 7.2, or restricting dispositions of property or assets subject to any such Lien or transfers of property or assets other than cash (II) such encumbrance other than cash or restriction applies only during Cash Equivalents collateralized in connection with the continuance of a default relating to such agreement or instrumentSubsidiary Credit Facility).

Restrictive Agreements. The Borrower (a) Subject to clauses (b) through (d) below, Holdings will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (ai) the ability of Holdings, the Borrower or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or property or assets or (bii) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Holdings or any other Restricted Subsidiary or to Guarantee Indebtedness of Holdings or any other Restricted Subsidiary, provided that the . (b) The foregoing clauses clause (a) and (b) shall not apply to: to restrictions and conditions (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) by any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents documentation governing the Term Loan Exchange NotesNew Unsecured Notes or documentation governing any Permitted Debt, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for governing any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is are not a Loan Party, (y) are no materially more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by Holdings), taken as a whole, than those contained in such agreements governing the BorrowerIndebtedness being refinanced); , or Indebtedness of a Foreign Subsidiary permitted to be incurred under this Agreement (provided that such restrictions shall apply only to such Foreign Subsidiary), (ii) restrictions and conditions existing on the Closing Date or date hereof identified on Schedule 6.10 (and shall not apply to any extensionextension or renewal of, renewal, amendment, or any amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands expanding the scope of of, any such restriction or condition (as determined in good faith by the Borrowercondition); , (iii) restrictions and conditions contained in agreements relating to the sale of property and/or assets, including the Equity Interests of a Subsidiary or any assets Restricted Subsidiary, pending such sale; provided such restrictions and conditions apply only to property and/or assets, including the Equity Interests of a Restricted Subsidiary, that is to be sold and such sale is permitted hereunder, (iv) contained in agreements relating to the acquisition of property; provided that such restrictions and conditions apply only to the Subsidiary property so acquired and were not created in connection with or assets that is in anticipation of such acquisitions, (v) imposed on any Consolidated Practice by (and for the benefit of) any Loan Party, (vi) imposed by any customary provisions restricting assignment of any agreement entered into the ordinary course of business and (vii) in favor of Holdings or are to be sold and such sale is permitted hereunder;any Restricted Subsidiary. (ivc) the The foregoing clause (a)(i) shall not apply to restrictions or conditions (i) imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or (ii) imposed by customary provisions in leases, licenses and other contracts leases restricting the assignment, subletting or transfer thereof or other assets subject thereto;assignment thereof. (Ad) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or The foregoing clause (Ba) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does shall not apply (x) to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational partnership agreements, limited liability company agreements and other similar agreements, relating to purchase options, restrictions on transfer, rights of first refusal or constitutive documents call or similar binding rights of a third party that owns Equity Interests in such joint venture or (y) to customary restrictions on leases, subleases, licenses, cross-licenses, sublicenses, sale lease back agreements, stock sale agreements, asset sale agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable otherwise permitted hereby so long as such restrictions relate solely to such Joint Venture the property interest, rights or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby;assets subject thereto. (ixe) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course For purposes of business; determining compliance with this Section 6.10, (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (Ii) the Borrower determines at priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal distributions on Equity Interests and (ii) the subordination of loans or interest payments required hereunder advances made to Holdings or (II) a Restricted Subsidiary of Holdings to other Indebtedness incurred by Holdings or any such encumbrance Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or restriction applies only during the continuance of a default relating to such agreement or instrumentadvances.

Restrictive Agreements. The None of the Parent, the Borrower or any other Subsidiary will notenter into, and will not incur or permit to exist any Restricted Subsidiary to, enter into any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Parent, the Borrower or any other Loan Party wholly-owned Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets to secure any Secured Obligations or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the Parent, the Borrower or any Restricted other Subsidiary or to Guarantee Indebtedness of the Parent, the Borrower or any other Subsidiary, ; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) any applicable law or by any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its SubsidiariesLoan Document, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted restrictions and conditions imposed by this Agreement the Senior Notes Documents as in effect on the Effective Date or any documents agreement or document governing or evidencing Refinancing Indebtedness in respect of the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Senior Notes and the Second Lien Term Loan Exchange Notes permitted under clause (and Guarantees thereof by the Guarantorsii) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by of Section 6.01, 6.01(a); provided that the restrictions and conditions contained in each case under this clause (i) any such restrictions agreement or conditions (x) apply solely document are not less favorable to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive the Lenders than the restrictions or and conditions set forth in imposed by the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Senior Notes Documents as and when due in effect on the Effective Date, (as determined in good faith by the Borrower); (iiC) restrictions and conditions existing on the Closing Effective Date or identified on Schedule 6.10 (but shall apply to any extensionamendment or modification expanding the scope of, renewal, amendment, modification or replacement thereof, except to the extent any such amendmentrestriction or condition), (D) 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 imposed on any Subsidiary in existence at the time such Subsidiary became a Subsidiary (but shall apply to any amendment or modification or replacement materially expands 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 apply only to such Subsidiary, (as determined F) customary provisions restricting assignments, subletting or other transfers (including the granting of any Liens) contained in good faith leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property and other agreements, in each case entered into in the 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 shall not apply to any other assets of the Parent, the Borrower or any other Subsidiary, (G) restrictions on pledging joint venture interests included in customary provisions in joint venture agreements or arrangements and other agreements and other similar agreements applicable to joint ventures and (H) restrictions and conditions imposed by any agreement or documents governing Permitted Senior Unsecured Indebtedness, Permitted Subordinated Indebtedness and Refinancing Indebtedness in respect of any of the Borrowerforegoing; (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by clauses (vi); , (vii) or (viii) of Section 6.01(a) if such restrictions or conditions apply only to the assets securing such Indebtedness or (B) customary provisions in leases and other agreements restricting the assignment thereof and (iii) clause (b) of the foregoing shall not apply to (A) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Subsidiary, or any assets a business unit, division, product line or line of business or a Property, in each case permitted under Section 6.05 and that are applicable solely pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary Subsidiary, or assets the business unit, division, product line or line of business or the Property, that is or are to be sold and such sale is permitted hereunder; (iv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers and conditions imposed by agreements relating to Indebtedness of assets subject to Liens Foreign Subsidiaries permitted by under Section 6.02 (but, with respect to any 6.01(a)(ix); provided that such Lien, restrictions and conditions apply only to such Foreign Subsidiaries. Nothing in this paragraph shall be deemed to modify the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions requirements set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation the definition of such Person becoming a Restricted Subsidiary the term “Collateral and Guarantee Requirement” or the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course obligations of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by Parties under Sections 5.03, 5.04 or 5.14 or under the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentSecurity Documents.

Restrictive Agreements. The Borrower None of the Borrowers will, nor will not, and will not they permit any Restricted Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the any Borrower or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets to secure the Obligations or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests, to make or repay loans or advances to the any Borrower or any Restricted Subsidiary, to Guarantee Indebtedness of any Borrower or any Restricted Subsidiary, to transfer any of its properties or assets to any Borrower or any Restricted Subsidiary or to grant Liens on its assets (including Equity Interests) to the Administrative Agent; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) any law or by this Agreement, any applicable ruleother Loan Document, regulation or orderany Incremental Facility Amendment, any Refinancing Facility Agreement or any request of document governing any Governmental Authority having regulatory authority over the Borrower Refinancing Term Loan Indebtedness or any of its SubsidiariesRefinancing Indebtedness, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted restrictions and conditions imposed by this Agreement the Senior Unsecured Notes Documents as in effect on the Escrow Date or any documents governing the agreement or document evidencing Refinancing Term Loan Exchange Notes, Indebtedness in respect of the Additional Term Notes, Senior Unsecured Notes Documents permitted under clause (ii) of Section 6.01(a); provided that the Unrestricted Additional Term Notes, restrictions and conditions contained in any such agreement or document taken as a whole are not materially less favorable to the Credit Agreement Refinancing Indebtedness, Lenders than the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes restrictions and the Second Lien Term Loan Exchange Notes (and Guarantees thereof conditions imposed by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or Senior Unsecured Notes Documents, (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each the case under this clause (i) such restrictions or conditions (x) apply solely to a of any Restricted Subsidiary that is not a Loan Partywholly owned Restricted Subsidiary, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to any extension, renewal, amendment, modification or replacement thereof, except such Restricted Subsidiary and to the extent any Equity Interests of such amendmentRestricted Subsidiary, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iiiD) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets of any Borrower or any Restricted Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to the such Restricted Subsidiary or the assets that is or are to be sold and and, in each case, such sale is permitted hereunder; , (ivE) restrictions and conditions existing on the First Restatement Effective Date and identified on Schedule 6.10 (and any extension or renewal of, or any amendment, modification or replacement of the documents set forth on such schedule that do not expand the scope of, any such restriction or condition in any material respect) and (F) restrictions and conditions imposed by any agreement relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and otherwise permitted by clause (vii) of Section 6.01(a) or to any restrictions in any Indebtedness of a non-Loan Party Restricted Subsidiary permitted by clause (viii) or clause (xviii) of Section 6.01(a), in each case if such restrictions and conditions apply only to such Restricted Subsidiary and its subsidiaries; and (ii) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) restrictions and conditions imposed by any restrictions with respect agreement relating to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens secured Indebtedness permitted by clause (vi) of Section 6.02 (but, with respect to any 6.01(a) if such Lien, restrictions and conditions apply only to the extent that assets securing such transfer restrictions apply solely to the assets that are the subject of such Lien); Indebtedness and (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viiiB) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary leases and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and restricting the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentassignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Covered Subsidiary to, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower or any other Loan Party Covered Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets to secure any Obligations, (b) the ability of any Restricted Covered Subsidiary to make Restricted Payments pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the Borrower or any Restricted Subsidiary, Covered Subsidiary or (c) the ability of any Covered Subsidiary to Guarantee Indebtedness of the Borrower; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) by any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (iiB) restrictions and conditions existing on the Closing Date or date hereof identified on Schedule 6.09 (but shall apply to any extensionextension or renewal of, renewal, amendment, or any amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands expanding the scope of of, any such restriction or condition condition), (as determined C) [Reserved], (D) in good faith the case of any Covered Subsidiary that is not a Wholly-Owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture, shareholder or similar agreement; provided that such restrictions and conditions apply only to such Covered Subsidiary and to any Equity Interests in such Covered Subsidiary or (E) restrictions and conditions imposed by loan documents entered into in connection with the Borrower); Non-Recourse Seed Indebtedness; provided that any such restrictions and conditions apply solely to the seed capital investments financed with such Non-Recourse Seed Indebtedness, (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.01 if such restrictions or conditions apply only to the assets securing such Indebtedness or (B) customary provisions in leases and other agreements restricting the assignment thereof and (iii) clause (b) of the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets that is applicable only to such assets and solely 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed or lease agreement that prohibits, restricts or imposes any condition upon: (a) upon the ability of the Borrower or any other Loan Party Subsidiary to (a) create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets or properties, whether now owned or hereafter acquired, or (b) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the ability Borrower or any other Subsidiary of the Borrower, repay or prepay any Restricted Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, make Restricted Payments or to make or repay loans or advances to the Borrower or any Restricted Subsidiaryother Subsidiary of the Borrower, provided guarantee Indebtedness of the Borrower or any other Subsidiary or transfer, lease or license any of its prop­erty or assets to the Borrower or any Subsidiary of the Borrower including, but not limited to, any such restriction referenced in Section 4.13(a) hereof; provided, that the foregoing clauses (a) and (b) nothing in this Section 7.5 shall not apply to: prohibit: (i) customary limitations on the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, options, sale-leaseback agreements, stock sale agreements, lease agreements, licenses and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements, (ii) restrictions in agreements evidencing purchase money Indebtedness permitted by Section 7.1(e) that impose restrictions on the property so acquired, (iii) restrictions in any agreement or instrument evidencing Indebtedness permitted by Section 7.1(b) as in effect on the date hereof and conditions permitted refinancing thereof, (iv) any agreement in effect at the time a new Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (v) customary non-assignment provisions in contracts and licenses entered into the ordinary course of business, (vi) restrictions imposed by (A) any law or any applicable rule, regulation or order, or any request of any by Governmental Authority Authorities having regulatory supervisory authority over the Borrower or any of its SubsidiariesSubsidiary, (Bvii) any Loan Document, any agreements evidencing secured Indebtedness permitted restrictions or conditions imposed by law or by this Agreement or any documents governing the Term other Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan PartyDocument, (yviii) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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; , and (ivix) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens as permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument7.12.

Restrictive Agreements. The Borrower Neither Holdings nor the Borrowers will, nor will not, and will not they permit any Restricted Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Holdings, any Borrower or any other Loan Credit Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or property or assets to secure the Obligations or (b) the ability of any Restricted Subsidiary that is not a Credit Party to make Restricted Payments pay dividends or other distributions with respect to its Stock or to make or repay loans or advances to the Borrower or any Restricted Subsidiary, ; provided that the foregoing clauses (a) and (b) shall not apply to: to any such restrictions that (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to exist on the date hereof and (y) any renewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, (ii) (x) are binding on a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than at the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any time such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) restrictions and conditions contained in agreements relating to the sale of a Restricted 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person first becomes a Restricted Subsidiary, provided that so long as such agreement was restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and the (y) any renewal or extension of a restriction permitted by clause (ii)(x) or condition set forth in any agreement evidencing such agreement restriction so long as such renewal or extension does not apply expand the scope of such restrictions, (iii) represent Indebtedness of a Restricted Subsidiary that is not a Credit Party that is permitted by Section 10.1, (iv) are customary restrictions that arise in connection with any Disposition permitted by Section 10.4 applicable pending such Disposition solely to the Borrower or any other Restricted Subsidiary; assets subject to such Disposition, (viiiv) are customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures joint ventures permitted under Section 10.5 or “Permitted Investments”, (vi) are negative pledges and non-wholly owned Restricted Subsidiaries restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.1 and applicable any synthetic lease obligation but solely to the extent any negative pledge relates to the property financed by or securing such Joint Venture Indebtedness (and excluding in any event any Indebtedness constituting any Term Facility Debt or non-wholly owned Restricted Subsidiary and Junior Debt; provided that such restrictions are taken as a whole no more onerous than those imposed by this Agreement), (vii) are imposed by any Requirement of Law, (viii) are customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the Equity Interests issued thereby; assets subject thereto, (ix) any comprise restrictions on cash or other deposits imposed by agreements entered into in any agreement relating to secured Indebtedness permitted pursuant to Section 10.1(d) to the ordinary course of business; extent that such restrictions apply only to the property or assets securing such Indebtedness, (x) are customary provisions restricting subletting or assignment of any restrictions regarding licensing lease governing a leasehold interest of Holdings, any Borrower or sublicensing by the Borrower and its any Restricted Subsidiaries of Intellectual Property in the ordinary course of business; Subsidiary, (xi) arise in connection with cash are customary provisions restricting assignment of any license, lease or other deposits permitted under Section 6.02 and Section 6.04; agreement, (xii) are restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and business (or otherwise constituting Permitted Liens on such cash or Cash Equivalents or deposits) or (xiii) comprise restrictions imposed are customary net worth provisions contained in real property leases or licenses of Intellectual Property entered into by any agreement governing Indebtedness entered into on Borrower or after the Closing Date and permitted under Section 6.01 if the restrictions contained any Restricted Subsidiary, so long as such Borrower has determined in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument good faith that such encumbrances or restrictions will net worth provisions could not adversely affect, in any material respect, reasonably be expected to impair the Borrower’s ability of such Borrower and its subsidiaries to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentmeet their ongoing obligation.

Restrictive Agreements. The Parent Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower or any other Loan Party to createinto, incur or permit to exist any Lien agreement or other contractual arrangement to which any of them is party that, directly or indirectly, materially restricts the ability of any Subsidiary (other than any Subsidiaries that do not, in favor the aggregate, account for more than 5% of the Secured Parties Consolidated EBITDA of the Parent Borrower and its Subsidiaries): (excluding Lender Counterpartiesa) upon to pay cash dividends or other cash distributions with respect to any of its CollateralCapital Stock; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to the Parent Borrower or any Restricted other Subsidiary, ; or (c) to incur Guarantee Obligations in respect of the Facilities; provided that the foregoing clauses (a) and (b) shall not apply toto any of the following: (i) restrictions and conditions imposed by (A) any law Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower)Agreement; (ii) restrictions and conditions arising under any agreement or arrangement that exists on the date hereof or that refinances, refunds or replaces any agreement or arrangement existing on the Closing Date date hereof and restrictions arising under any Permitted Refinancing Indebtedness permitted by Section 7.2(d) (it being understood that no amendment or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement that materially expands the scope of any such restriction the restrictions, taken as a whole, in the agreement governing the Indebtedness being refinanced, refunded or condition (as determined in good faith replaced shall be permitted by the Borrowerthis clause); (iii) restrictions arising under any agreement or arrangement providing for additional financing to the Parent Borrower or any of its Subsidiaries which are substantially consistent with the restrictions under financing agreements and conditions arrangements in effect on the date hereof; (iv) restrictions contained in agreements or arrangements relating to the sale or other Disposition of a Subsidiary (or any assets of its assets) pending such saleDisposition, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale disposition is permitted hereunder; (ivv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by customers under agreements entered into in the ordinary course of business; (xvi) any customary restrictions regarding licensing or sublicensing in connection with a securitization transaction permitted by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of businessSection 7.5(b); (xivii) arise restrictions relating to a Person that after the date hereof becomes, or is merged or consolidated with, a Subsidiary of the Parent Borrower (or relating to any property or assets acquired by the Parent Borrower or any of its Subsidiaries after the date hereof), if such restrictions were in connection with cash or other deposits permitted under Section 6.02 effect on the date of such transaction and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into were not incurred in the ordinary course contemplation of businesssuch transaction; and (xiiiviii) comprise restrictions imposed in agreements among the Parent Borrower and its Subsidiaries that may be waived by the Parent Borrower or any agreement governing Indebtedness entered into on or after of its Subsidiaries without the Closing Date and permitted under Section 6.01 if the restrictions consent of any other Person. Nothing contained in this Section 7.8 shall prevent the Parent Borrower or any of its Subsidiaries from creating, incurring, assuming or suffering to exist any Permitted Encumbrances or any other Liens otherwise permitted by Section 7.3, or restricting Dispositions of property or assets subject to any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties Lien or transfers of property or assets other than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentcash.

Restrictive Agreements. The Borrower will not, and nor will not it permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or Subsidiaries to, create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction (bexcluding any such encumbrance or restriction under this Agreement) on the ability of any Restricted such Subsidiary to make Restricted Payments or to make or repay loans or advances to the Borrower or any Restricted Subsidiary, provided that the foregoing clauses (a) and (b) shall not apply to: (i) restrictions and conditions imposed by pay dividends or make any other distributions on any of its Equity Interests, (Aii) pay any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over amounts owing to the Borrower or any of its Subsidiaries, or (iii) grant any Liens on any of its assets to secure any of the Obligations under this Agreement, except (A) any such encumbrance or restriction with respect to the granting of Liens imposed by a lessor under any capital lease or by a lender extending purchase money financing in respect of any asset or assets of the Borrower or any Subsidiary, so long as such encumbrances or restrictions does not so encumber or restrict any other assets or property of the Borrower or any Subsidiary, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement such encumbrance or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing restriction set forth in Permitted Pari Passu Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing any such existing encumbrances or restrictions in any Indebtedness of a Subsidiary permitted by pursuant to the terms of Section 6.01, provided that or Indebtedness of the Borrower resulting from the merger or consolidation of another Person into or with the Borrower, which Indebtedness existed at the time of such merger or consolidation and was not created or incurred in each case under this clause (i) contemplation of such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Partyevent, (yD) are no those encumbrances or restrictions more restrictive than the restrictions or conditions set forth particularly described in the Loan Documents, or Schedule 6.07 and (zE) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification encumbrance or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to between the Borrower or its Subsidiary with the Person (other than any other Restricted Subsidiary; (viiiAffiliate of the Borrower) customary provisions owning the minority of the outstanding Equity Interests in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or a non-wholly owned Restricted Subsidiary and other similar agreements applicable of the Borrower requiring the consent of such Person prior to Joint Ventures and taking the actions described in the preceding clauses (i), (ii) or (iii) above with respect to such non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentSubsidiary.

Restrictive Agreements. The Borrower Credit Parties will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary (i) to make Restricted Payments pay dividends or other distributions with respect to any of its Capital Stock or (ii) to make or repay loans or advances to the Borrower Crown Holdings or any Restricted Subsidiary, other Subsidiary or to incur Guarantee Obligations of Indebtedness of Crown Holdings or any other Subsidiary or (iii) to transfer property to Crown Holdings or any of its Subsidiaries; provided that the foregoing clauses (a) and (b) shall not apply to: (ia) conditions imposed by law or by any Loan Document; (b) restrictions and conditions imposed by the Public Debt Documents as in effect on the Effective Date; (Ac) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted restrictions and conditions imposed by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, Public Debt; provided that the encumbrances and restrictions contained in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) Indebtedness are no more restrictive in any material respect, taken as a whole, than the restrictions or conditions set forth those contained in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due First Lien Notes Indenture (as determined in good faith by effect on the BorrowerEffective Date); (iid) with respect to clause (iii) only, assets encumbered by Permitted Liens as long as such restriction applies only to the asset encumbered by such Permitted Lien; (e) restrictions and conditions existing on the Closing Effective Date or to not otherwise excepted from this Section 8.10 identified on Schedule 8.10 and refinancings thereof with restrictions and conditions no more restrictive, in any extensionmaterial respect, renewaltaken as a whole, amendment, modification or replacement thereof, except to than those in such Indebtedness on the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower)Effective Date; (iiif) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or any the assets of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is to be sold (or whose assets are to be sold sold) and such sale is permitted hereunder; (iv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (Bg) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or and conditions set forth contained in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary Permitted Receivables or Factoring Financings and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture Receivables Subsidiary or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessFactoring Subsidiary; and (xiiih) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) Indebtedness of Subsidiaries that are not materially less favorable Credit Parties incurred pursuant to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents Section 8.1(a)(viii), (as determined by the Borrowera)(ix) or (ba)(xxii), permitted to be incurred under Section 8.1(a)(xiv) either that relate only to the Subsidiary that is the obligor under such Indebtedness or permitted by Section 8.1(a)(xvi); provided that the board of directors of U.S. Borrower or European Borrower shall have determined in good faith (Ias evidenced by a resolution of the board of directors of such Borrower) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during is created that such encumbrance or restriction, as the continuance case may be, will not impair the ability of a default relating any Borrower to such agreement make payments of interest on the Loans or instrumentmake payments in respect of its LC Obligations, in each case as and when due.

Restrictive Agreements. The Borrower will not, and will not permit None of the Company or any Restricted Subsidiary towill, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower Company or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets to secure any Obligations or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the Borrower Company or any Restricted Subsidiary or to Guarantee Indebtedness of the Company or any Restricted Subsidiary, ; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) Requirements of Law or by any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its SubsidiariesLoan Document, (B) restrictions and conditions existing on the Effective Date identified on Schedule 6.11 (but shall apply to any Loan Documentamendment or modification expanding the scope of, any agreements evidencing secured Indebtedness permitted by this Agreement such restriction or any documents governing the Term Loan Exchange Notescondition), the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each the case under this clause (i) such restrictions or conditions (x) apply solely to a of any Restricted Subsidiary that is not a Loan Partywholly-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 Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary, and (yD) restrictions and conditions imposed by transactional agreements and documents (including organizational documents of Receivables Subsidiaries) governing Permitted Receivables Facilities and related Indebtedness permitted by clause (xi) of Section 6.01(a) and by Section 6.06(f); provided that any such restrictions and conditions (I) are no more restrictive than the restrictions or conditions set forth in the Loan Documentscustomary and usual for such Permitted Receivables Facilities, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); Company or such Restricted Subsidiary, (II) in the case of restrictions and conditions of the type referred to in clause (a) of the foregoing, apply only to assets of and Interests in such Receivables Subsidiary, and, in the case of any Intercompany Permitted Receivables Facility Note issued by such Receivables Subsidiary that is held in whole or in part by the Company or any Restricted Subsidiary, permits the pledge of such Intercompany Permitted Receivables Facility Note to secure the Obligations, subject, if applicable, to the terms of any intercreditor agreement, subordination agreement or similar agreement with respect thereto that is reasonably acceptable to the parties thereto, (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by clause (v) of Section 6.01(a) if such restrictions or conditions apply only to the assets securing such Indebtedness or (B) customary provisions in leases and conditions existing on other agreements restricting the Closing Date or to any extension, renewal, amendment, modification or replacement assignment thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) the foregoing shall not apply to (A) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Restricted Subsidiary, or any a business unit, division, product line or line of business or other assets in a transaction permitted by Section 6.06, that are applicable solely pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary Restricted Subsidiary, or assets the business unit, division, product line or line of business or other asset, that is or are to be sold and such sale is permitted hereunder; , (B) restrictions and conditions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and otherwise permitted by clause (vi) of 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 Restricted Subsidiary and were not incurred in contemplation of such acquisition, and (C) restrictions and conditions imposed by agreements relating to Indebtedness of Foreign Subsidiaries permitted under Section 6.01(a); provided that such restrictions and conditions apply only to Foreign Subsidiaries, (iv) clause (b) of the foregoing shall not apply to restrictions and conditions imposed pursuant to Permitted Additional Indebtedness incurred pursuant to Section 6.01 that are not more restrictive than the terms hereof, as reasonably determined by the Company and (v) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof Separation Agreements or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been agreements entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only Separation Transactions to the extent that such transfer restrictions apply solely consistent in all material respects with the Form 10. Nothing in this paragraph shall be deemed to modify the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions requirements set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation the definition of such Person becoming a Restricted Subsidiary the term “Collateral and Guarantee Requirement” or the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course obligations of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by Parties under Sections 5.03, 5.04 or 5.12 or under the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentSecurity Documents.

Restrictive Agreements. The Borrower will not, Leased Premises is subject to the Restrictive Agreements encumbering and will not permit benefiting all or any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition uponportion of the Leased Premises. Landlord and Tenant hereby agree as follows: (a) the ability Landlord will not approve or agree to any amendment of the Borrower or any other Loan Party to createRestrictive Agreements which materially derogates the rights enjoyed by Tenant thereunder without Tenant’s prior consent, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; orwhich consent shall not be unreasonably withheld. (b) Landlord hereby agrees to use commercially reasonable efforts, at Tenant’s expense, to enforce the ability cross-easement rights, operating covenants and other rights contained in the Restrictive Agreements on Tenant’s behalf to the extent fee simple ownership is required to enforce such rights, and if Landlord fails to proceed with its reasonable efforts to enforce said rights on Tenant’s behalf within thirty (30) days after notice thereof from tenant, Landlord agrees that Tenant shall have the right to enforce said rights under the Restrictive Agreements directly and in the name of and on behalf of Landlord if required (all at Tenant’s expense), Landlord hereby conferring such enforcement rights unto Tenant. (c) Tenant shall, during the Term of this Lease, comply with and promptly perform each and all of the terms and provisions of the Restrictive Agreements insofar as they relate to the Leased Premises. Without limiting the generality of the foregoing, Tenant agrees to pay any assessments, costs, common area maintenance and operating charges, lighting charges, all common area cost contributions, and any and all other amounts that Landlord or the owner of the Leased Premises would otherwise be obligated to pay under any Restrictive Agreement, which amounts shall be computed and paid in accordance with the applicable Restrictive Agreement. (d) Landlord agrees to use commercially reasonable efforts, at Tenant’s expense, to cooperate with Tenant in the exercise of any Restricted Subsidiary to make Restricted Payments rights or to make or repay loans or advances remedies pursuant to the Borrower Restrictive Agreements the exercise of which Tenant reasonably believes is necessary or prudent with respect to the Leased Premises. Tenant hereby covenants and agrees to indemnify and hold harmless Landlord for, from and against any Restricted Subsidiaryand all claims, provided that costs, demands, losses or liabilities (including, without limitation, attorneys’ fees) which Landlord may suffer or incur by reason of any failure by Tenant to pay and perform any or all of the foregoing clauses (a) and (b) shall not apply to: (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or orderterms of, or any request violation of or noncompliance with any Governmental Authority having regulatory authority over of the Borrower covenants and agreements contained in, the Restrictive Agreements, or any of its Subsidiariesthem, (B) regardless of whether such provisions are binding upon any Loan Documentportion of the Leased Premises or the holder of the tenant’s interest in this Lease. If at any time any claims, costs, demands, losses or liabilities are asserted against Landlord by reason of any agreements evidencing secured Indebtedness permitted failure by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability Tenant to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially perform all of the Equity Interests terms of, or assets any violation of or noncompliance with any of the covenants and agreements contained in, the Restrictive Agreements, regardless of whether such Subsidiary provisions are binding upon the holder of the tenant’s interest in this Lease or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (butthe Leased Premises, with respect to Tenant will, upon notice from Landlord, defend any such Lienclaims, only costs, demands, losses or liabilities at Tenant’s sole cost and expense by counsel reasonably acceptable to the extent that such transfer restrictions apply solely Landlord. Landlord will promptly provide to the assets that are the subject Tenant a copy of such Lien); (vi) restrictions created any notice received by Landlord in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentRestrictive Agreement.

Restrictive Agreements. The Borrower Parent Guarantor will not, and will not permit any Restricted Subsidiary of its Included Subsidiaries to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower Parent Guarantor or any other Loan Party Included Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or property or assets, or (b) the ability of any Restricted Included Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Parent Guarantor or any Restricted other Included Subsidiary or to Guarantee Indebtedness of the Parent Guarantor or any other Included Subsidiary, ; provided that the foregoing clauses (a) and (b) shall not apply tothat: (i) the foregoing shall not apply to (1) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z2) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as restrictions and when due (as determined in good faith conditions imposed by the Borrower); Second Lien Loan Documents, (ii3) restrictions and conditions existing on the Closing Date date hereof identified on Schedule III (and contained in any extension or to renewal of, or any extension, renewal, amendment, amendment or modification or replacement thereof, of the relevant documentation except to the extent any such amendment, modification or replacement materially expands expanding the scope of of, any such restriction or condition condition), (as determined in good faith by the Borrower); (iii4) customary restrictions and conditions contained in agreements relating to the sale of a Included Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Included Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (iv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B5) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or and conditions set forth in any agreement of an Included Subsidiary in effect at any the time any Person such Included Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, provided that so long as such agreement was not entered into in connection with or in contemplation of such Person person becoming a Restricted Subsidiary of the Borrower (and contained in any extension or renewal of, or any amendment or modification of the relevant documentation except to the extent expanding the scope of, any such restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; condition) and (viii6) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and (xiiiii) comprise clause (a) of the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement governing relating to secured Indebtedness entered into on permitted by this Agreement if such restrictions or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable conditions apply only to the Secured Parties than property or assets securing such Indebtedness, (y) customary provisions in leases and other contracts restricting the encumbrances assignment thereof and (z) restrictions contained in with respect to the Loan Documents (as determined capital stock of an entity imposed by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such any joint venture agreement, limited liability operating company agreement, partnership agreement or instrument that similar agreement governing the operation of such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability entity with respect to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of which no Obligor holds a default relating to such agreement or instrumentcontrolling interest.

Restrictive Agreements. The Borrower Except as provided in the following sentence, each Credit Party will not, and each Credit Party will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed create or lease that prohibits, restricts otherwise cause or imposes any condition upon: (a) the ability of the Borrower or any other Loan Party to create, incur or permit suffer to exist or become effective any Lien consensual encumbrance or restriction of any kind in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) case on the ability of any Restricted Subsidiary to of any Credit Party to: (A) pay or make Restricted Payments or Distributions to any Credit Party; (B) pay any Debt owed to any Credit Party; (C) make or repay loans or advances to any Credit Party; or (D) transfer any of its property or assets to any Credit Party. Notwithstanding the Borrower immediately prior sentence, each Credit Party and each of the Credit Parties’ Subsidiaries may create, cause or suffer to exist or become effective any Restricted Subsidiary, such consensual encumbrance or restriction provided that the foregoing clauses by (a) this Indenture and the indenture governing the Convertible Notes, (b) shall not apply to: any agreement entered into to refinance all or any part of the Securities (i) but only to the extent the consensual encumbrances or restrictions and conditions imposed by contained therein that limit the actions described in (A) – (D) above are no more restrictive with respect to such actions than this Indenture if less than all of the Securities will be refinanced), (c) any law agreement entered into in connection with an ABL Facility (but only to the extent the consensual encumbrances or restrictions contained therein that limit the actions described in (A) – (D) above are no more restrictive with respect to such actions than the Midcap Facility), (d) any instrument governing Debt or Capital Stock of a Person acquired by any Credit Party or any of the Credit Parties’ Subsidiaries as in effect at the time of (and not in anticipation of) such acquisition, which encumbrance or restriction is not applicable rule, regulation or orderto any Person, or any request the properties or assets of any Governmental Authority having regulatory authority over Person, other than the Borrower or Person and/or any of its Subsidiaries, or the property or assets of the Person and/or any of its Subsidiaries, so acquired, (Be) any Loan Documentinstrument governing Debt incurred in connection with a Permitted Acquisition and/or governing Additional Debt, (f)(i) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the Ordinary Course of Business, (ii) net worth provisions in leases and other agreements and (iii) provisions restricting cash or other deposits in agreements entered into by each Credit Party or any agreements evidencing secured Indebtedness Subsidiary of such Credit Party in the Ordinary Course of Business, (g) mortgage financings, purchase money obligations and Capital Lease Obligations that impose restrictions on the property owned or leased, (h) any agreement for the sale or other disposition permitted by this Agreement Indenture of the Capital Stock or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or property and assets of such a Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted any Credit Party that restricts distributions by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash pending its sale or other deposits imposed by agreements entered into in the ordinary course of business; disposition, (xi) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; Permitted Liens, (xij) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course Ordinary Course of business; and Business, (xiiik) comprise restrictions imposed by any agreement governing Indebtedness entered into on customary encumbrances or after the Closing Date and permitted under Section 6.01 if the restrictions contained in agreements in connection with Swap Contracts or Bank Product Obligations permitted under this Indenture, (l) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the Ordinary Course of Business, or (m) any such consensual encumbrance or restriction of any kind existing under any agreement taken as a whole that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in the foregoing clauses (a) are not materially less favorable to through (l), or in this clause (m) (provided that the Secured Parties than the encumbrances terms and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time conditions of entry into any such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such consensual encumbrance or restriction applies only during of any kind that limit the continuance of a default relating actions described in (A) – (D) above are no more restrictive than those under or pursuant to such the agreement so extended, renewed, refinanced, replaced, amended, modified, restated or instrumentsupplemented).

Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiary toSubsidiaries to enter into, enter into incur or permit to exist any agreement, instrument, deed consensual agreement or lease other consensual arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or Property, or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary, Subsidiary or to transfer property to the Borrower or any of its Restricted Subsidiaries; provided that the foregoing clauses (a) and (b) shall not apply to: (i) conditions or restrictions and conditions imposed by (A) any law or any applicable law, rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair by any indentures, agreements, notes, instruments and other documents governing Indebtedness permitted to be incurred under this Agreement so long as the Borrower’s ability conditions and restrictions imposed pursuant to pay its obligations under such Indebtedness are no more restrictive, taken as a whole, than those conditions or restrictions contained in the Loan Documents as and when due (as determined in good faith by the Borrower)Documents; (ii) restrictions and conditions existing on the Closing Date or clause (a) shall not apply to any extension, renewal, amendment, modification or replacement thereof, except assets encumbered by Permitted Liens as long as such restriction applies only to the extent any asset encumbered by such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower)Permitted Lien; (iii) restrictions and conditions contained in agreements relating existing on the Effective Date not otherwise excepted from this Section 6.09 identified on Schedule 6.09 (but shall not apply to any amendment or modification expanding the sale scope of a Subsidiary any such restriction 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 hereundercondition); (iv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any the time any Person becomes a Restricted Subsidiary, Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (v) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary (or the assets of a Restricted Subsidiary or the Borrower) pending such sale, provided such restrictions and conditions apply only to the restriction Restricted Subsidiary that is to be sold (or condition set forth in assets to be sold) and such agreement does sale is permitted (or is required to be permitted) hereunder; (vi) clause (a) shall not apply to customary provisions in leases, subleases, licenses, sublicenses and service contracts in the ordinary course of business of the Borrower and its Restricted Subsidiaries between the Borrower or any Restricted Subsidiary and its customers and other Restricted Subsidiarycontracts restricting the assignment thereof; (vii) without affecting the Borrower’s obligations under Sections 5.11, 5.12 and 5.15, customary provisions in joint venture agreements entered into in connection with the formation of such joint venture in the ordinary course of business that (x) restrict the transfer of Equity Interests in such joint venture or (y) the case of any joint venture that is not a Loan Party, provide for other restrictions of the type described in clauses (a) and (b) above, solely with respect to the Equity Interests in, or property held in, such joint venture; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating any agreement with respect to any Joint Venture or nonIndebtedness of a Non-wholly owned U.S. Restricted Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to the properties and other similar agreements applicable to Joint Ventures and nonrevenues of such Subsidiary or any Subsidiary of such Non-wholly owned U.S. Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued therebySubsidiary; (ix) any agreement with respect to Indebtedness permitted under Section 6.01(xi), but only if such restrictions on cash were not created in contemplation of such Permitted Acquisition and the restrictions only apply to the Person or other deposits imposed by agreements entered into in the ordinary course of businessassets being acquired; (x) any restrictions regarding licensing covenants to maintain net worth, total assets or sublicensing by the Borrower liquidity and its Restricted Subsidiaries of Intellectual Property similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business; (xi) arise any such encumbrance or restriction consisting of customary provisions in connection with cash leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or other deposits permitted under Section 6.02 and Section 6.04;the property leased thereunder; and (xii) are restrictions on cash any amendment, restatement, renewal, extension, refinancing or other deposits replacement of any of the foregoing; provided that such amendments, restatements, renewals, extensions, refinancings or net worth imposed by customers under contracts entered into replacements are, in the ordinary course good faith judgment of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any Borrower, no more materially restrictive with respect to such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating than those prior to such agreement amendment, restatement, renewal, extension, replacement or instrumentrefinancing.

Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiary toSubsidiaries to enter into, enter into incur or permit to exist any agreement, instrument, deed or lease agreement that prohibits, restricts or imposes any condition upon: upon (ax) the ability of the Borrower or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or property or assets to secure the Finance Obligations or (by) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary, Subsidiary or to Guarantee the Finance Obligations; provided that (i) the foregoing clauses (a) and (b) shall not apply to: (ia) customary restrictions and conditions imposed by (A) any law Loan Document or by any instrument governing Indebtedness permitted hereunder, including, without limitation, the ABL Credit Agreement and Permitted Refinancing Indebtedness in respect thereof or any applicable rule, regulation Loan Document (or order, or any request of any Governmental Authority having regulatory authority over similar term) (as defined in the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the ABL Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrowerrespect thereof); (iib) restrictions and conditions existing on the Closing Date and identified on Schedule 7.07 and any amendments, modifications, extensions, renewals or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement refinancing thereof that do not materially expands expand the scope of any such restriction or condition (taken as determined in good faith by the Borrower)a whole; (iiic) restrictions and conditions imposed by agreements of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and any amendments, modifications, extensions, renewals or refinancing thereof that do not materially expand the scope of any such restriction or condition taken as a whole; provided that such restrictions and conditions apply only to such Restricted Subsidiary; (d) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets or Equity Interests of the Borrower or any assets Restricted Subsidiary pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary (or assets the Equity Interests thereof) that is or are to be sold and such sale is permitted hereunder; (ive) restrictions imposed by any amendment or refinancings that are otherwise permitted by the foregoing shall Loan Documents or the contracts, instruments or obligations referred to in clauses (a), (b) or (c) of this Section 7.07; provided that such amendments or refinancings do not apply to customary provisions in leases, licenses and other contracts restricting materially expand the assignment, subletting scope of any such restriction or transfer thereof or other assets subject theretocondition; (Af) any customary restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer arising under or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financingagreement or instrument governing Equity Interests of any joint venture that is formed or acquired after the Closing Date and applicable only to such joint venture; (viig) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 7.03 pending the consummation of such Disposition; (h) customary provisions restricting the transfer or encumbrance of the specific property subject to a Permitted Lien; (i) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, governing Indebtedness permitted by Section 7.01; provided that with respect to any Material Indebtedness (I) such agreement was not entered into in contemplation of restrictions and conditions are customary for such Person becoming Indebtedness and (other than restrictions with respect to Indebtedness permitted by Section 7.01(e), (j), or (u)) are no more restrictive, taken as a Restricted Subsidiary whole, than the comparable restrictions and the restriction or condition conditions (if any) set forth in such agreement does not apply to this Agreement as determined in the good faith judgment of the Board of Directors of the Borrower; or (II) the board of directors of the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary its reasonable and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower good faith judgment determines at the time of entry into such agreement or instrument Indebtedness is incurred that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during will not affect the continuance ability of a default relating the Loan Parties to such agreement service the Loans or instrument.any other Finance Obligation;

Restrictive Agreements. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts prohibits or imposes any condition upon: (a) limits the ability of the Borrower or any other Loan Party to create, incur incur, assume or permit suffer to exist any Lien in favor upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; orwith respect to the Secured Obligations or under the Loan Documents. (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to the Borrower or any Restricted Subsidiary, provided that the foregoing clauses (aThe restrictions contained in Section 6.06(a) and (b) hereof shall not apply to: (i) restrictions contractual encumbrances, restrictions, prohibitions and conditions imposed by limitations in effect on the Effective Date; (ii) contractual encumbrances, restrictions, prohibitions and limitations arising under or pursuant to (w) the Loan Documents and related Hedging Obligations, (x) the Ex-Im Credit Agreement, the Senior Secured Revolving Credit Documents, the Senior Secured Revolving Credit Facility, the Senior Secured Term Loan Documents, the Senior Secured Term Loan Facility, the Senior Secured Notes Documents and the Senior Secured Notes, and the Senior Unsecured Notes and the Senior Unsecured Notes Documents, (y) the Unsecured Inmarsat Acquisition Financing or (z) the Inmarsat Senior Secured Indebtedness; (iii) contractual encumbrances, restrictions, prohibitions and limitations arising under or pursuant to any (A) any law purchase money obligations for property acquired in the ordinary course of business, or arising under or in connection with Indebtedness incurred to finance all or any applicable rulepart of (X) the purchase, regulation lease, construction, installation or order, or any request improvement of any Governmental Authority having regulatory authority over property, equipment or other assets (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure), (Y) the design, repair or maintenance of any Other Satellite Project (including, without limitation, any satellites or related gateway facilities, earth stations and other ground infrastructure) or (Z) satellite launch or in-orbit insurance premiums or launch services) and (B) Capitalized Lease Obligations; (iv) any encumbrance, restriction, prohibition or limitation arising under any Requirements of Law; (v) any agreement, instrument, deed or lease of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges, amalgamates or consolidates with or into the Borrower or any of its Restricted Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notesagreement, the Additional Term Notesinstrument, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof deed or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary lease that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into assumed in connection with the saleacquisition of assets from a Person (but, transfer in any such case, not created in contemplation thereof), where the applicable encumbrance, restriction, prohibition or other disposition of all limitation set forth in such agreement, instrument, deed or substantially all of lease is not applicable to any Person, or the Equity Interests properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so acquired or assumed; (vi) encumbrances, restrictions, prohibitions and limitations contained in any agreements or other contracts for the sale of assets, property or Equity Interests; (vii) (a) encumbrances, restrictions, prohibitions and limitations imposed by any documentation governing any Secured Indebtedness otherwise permitted to be incurred pursuant to Section 6.01 hereof and Section 6.02 hereof that limit the right of the debtor to dispose of the assets securing such Subsidiary or Indebtedness, (Bb) restrictions on transfers of assets subject to Permitted Liens permitted by Section 6.02 (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien) and (c) encumbrances, restrictions, prohibitions and limitations imposed by any documentation governing (1) other Indebtedness (other than intercompany debt owed to the Borrower or the Restricted Subsidiaries) that do not materially impair the Borrower’s ability to make payments on the Loans, (2) Indebtedness incurred pursuant to Section 6.01(a) and/or Sections 6.01(b)(xi), (xvi), (xxiv) and (xxvi) and (3) any Refinancing Indebtedness incurred to refinance any such Indebtedness referenced in the foregoing clauses (1) and (2); (viviii) restrictions on cash (or Cash Equivalents) or other deposits or restrictions on or net worth imposed by customers, in each case, under contracts entered into in the ordinary course of business; (ix) encumbrances, restrictions, prohibitions and limitations imposed by any documentation governing any other Indebtedness, Disqualified Equity Interests or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Effective Date pursuant to the provisions of Section 6.01 hereof; (x) customary provisions in joint venture agreements, stockholders agreements, partnership agreements or other similar agreements or arrangements relating to joint ventures; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses, asset sale agreements or similar agreements (including with respect to intellectual property) and other agreements, instruments, deeds and leases, in each case, (i) entered into in the ordinary course of business or (ii) otherwise permitted under this Agreement so long as such encumbrances, restrictions, prohibitions and limitations relate only to the assets subject thereto; (xii) encumbrances, restrictions, prohibitions and limitations created in connection with any Qualified Securitization FinancingReceivables Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Receivables Facility; (viixiii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of businessbusiness (or other restrictions on cash or deposits constituting Permitted Liens); (xxiv) customary provisions restricting subletting or assignment of any restrictions regarding licensing lease governing a leasehold interest of direct or sublicensing indirect parent companies of the Borrower, the Borrower or any Restricted Subsidiary; (xv) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of businessto meet their ongoing obligations; (xixvi) arise restrictions or conditions contained in connection with cash any trading, netting, operating, construction, service, supply, purchase, sale or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash agreement to which the Borrower or other deposits or net worth imposed by customers under contracts any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; andprovided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xiiixvii) comprise restrictions imposed by encumbrances, restrictions, prohibitions and limitations arising pursuant to an agreement, instrument, deed or lease (which, if it relates to any agreement governing Indebtedness, shall only be permitted if such Indebtedness entered into on or after the Closing Date and is permitted under to be incurred pursuant to Section 6.01 6.01) if the restrictions applicable encumbrances, restrictions, prohibitions and limitations contained in any such agreement agreement, instrument, deed or lease, taken as a whole (ai) are not materially less favorable to the Secured Parties Borrower and its Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement, together with the Loan Documents security documents associated therewith as in effect on the Effective Date (as determined by the Borrower) or (bii) either (IA) the Borrower determines at the time of entry into such agreement agreement, instrument, deed or instrument lease that such encumbrances or restrictions will encumbrances, restrictions, prohibitions and limitations shall not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder on the Loans or (IIB) such encumbrance or restriction v applies only during the continuance of a default relating to such agreement or instrument; (xviii) encumbrances, restrictions, prohibitions and limitations with respect to a Subsidiary Guarantor or Receivables Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement, instrument, deed or lease that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement, instrument, deed or lease was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and the applicable encumbrances, restrictions, prohibitions and limitations do not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xix) encumbrances, restrictions, prohibitions and limitations imposed by any documentation governing any Communications Licenses and other government licenses, authorizations, approvals, orders, consents and permits; and (xx) encumbrances, restrictions, prohibitions and limitations imposed by any amendments, extensions, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xix) of this Section 6.06(b); provided that such amendments, extensions, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower Enter into any Indebtedness which contains any negative pledge on assets or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to the Borrower or any Restricted Subsidiary, provided that the foregoing clauses (a) and (b) shall not apply to: (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no covenants more restrictive than the restrictions or conditions set forth in the Loan Documentsprovisions of Articles IX, X and XI hereof, or (z) do not materially impair the Borrower’s which restricts, limits or otherwise encumbers its ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing incur Liens on the Closing Date or with respect to any extension, renewal, amendment, modification of its assets or replacement thereof, except to properties other than the extent any assets or properties securing such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, Indebtedness; 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) the foregoing shall not apply to customary provisions those limitations in leasesthe 2026 Notes Indenture (or any modification, licenses and other contracts restricting the assignmentrefinancing, subletting refunding, renewal or transfer thereof or other assets subject thereto; (A) extension of any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into Indebtedness in connection with the sale2026 Senior Notes issued thereunder (but not increasing the aggregate principal amount thereof)) or in any indenture or similar agreement governing any Indebtedness issued pursuant to Section 11.1(m) so long as such limitations are no more restrictive than those limitations set forth in the 2026 Senior Notes Indenture and permits, transfer or other disposition of all or substantially all as of the Equity Interests date of execution thereof, Liens to secure the Commitments and Loans as well as the unused amount available for Incremental Term Loans or assets increases in the Revolving Credit Commitment pursuant to Sections 2.7(c)(v) and 2.8(c)(v). (b) Enter into or permit to exist any agreement or instrument which impairs, restricts, limits or otherwise encumbers (by covenant or otherwise) the ability of any Subsidiary of the Parent Borrower to make any payment to the Parent Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Parent Borrower to pay the Obligations except for (i) such Subsidiary impairments, restrictions, limitations or encumbrances existing under the Loan Documents and (Bii) restrictions on transfers of assets subject such impairments, restrictions, limitations or encumbrances existing under the Indebtedness permitted pursuant to Liens permitted by Section 6.02 (but, 11.1(d) with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are asset which is the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentIndebtedness.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary of the Subsidiaries to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower such Loan Party or any other Loan Party of the Subsidiaries to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or property or assets to secure the Secured Obligations (and any refinancing, refunding, extension, renewal or replacement thereof), or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to the any Borrower or any Restricted other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary, ; provided that the foregoing clauses (a) and (b) shall not apply to: to (i) restrictions and conditions imposed by (A) any law Requirements of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) by any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); ; (ii) restrictions and conditions imposed on the Loan Parties existing on the Closing Effective Date identified on Schedule 6.10 and amendments, modifications, extensions renewals, replacements or refinancings thereof (but shall apply to any refinancing, refunding, extension, renewal, amendment, modification renewal or replacement thereofof, except to the extent or any such amendment, amendment or modification or replacement materially expands expanding the scope of of, any such restriction or condition (as determined in good faith by the Borrowercondition); ; (iii) restrictions and conditions imposed upon the Company (but solely with respect to the Equity Interests held by the Company in PPC Mexico or any other Foreign Subsidiary), PPC Mexico and its Subsidiaries, and any other Foreign Subsidiary and its Subsidiaries, in each case with respect to Indebtedness of PPC Mexico or such other Foreign Subsidiary permitted by Section 6.01(i); (iv) customary restrictions and conditions contained in agreements relating to the sale sale, transfer, lease or other disposition of a Subsidiary or any assets asset in a transaction permitted under Section 6.05 pending such sale, transfer, lease or other disposition, (provided that such restrictions and conditions apply only to the Subsidiary or assets asset that is or are to be sold sold, transferred, leased or otherwise disposed and such sale sale, transfer, lease or other disposition is otherwise permitted hereunder; ); (ivv) the foregoing shall not apply to customary provisions in leases, licenses joint venture agreements and other contracts restricting the assignment, subletting similar agreements applicable to joint ventures or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been Equity Interests therein entered into in connection the ordinary course of business; (vi) customary provisions contained in leases, subleases, licenses or sublicenses of intellectual property and other similar agreements entered into in the ordinary course of business that do not materially interfere with the sale, transfer or other disposition of all or substantially all business of the Equity Interests or assets of such Subsidiary or Company and its Subsidiaries; (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vivii) restrictions created in connection with any Qualified Securitization Financing; Facility that, in the good faith determination of the Borrower Representative, are necessary or advisable to effect such Qualified Securitization Facility; (viiviii) restrictions or and conditions set forth contained in the documentation governing the 2027 Senior Notes and the 2031 Sustainability-Linked Senior Notes; and (ix) any agreement in effect at any the time any such Person becomes a Restricted SubsidiarySubsidiary of the Company, provided that so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company (provided that such restrictions and conditions apply only to such Subsidiary, its Subsidiaries and their respective assets, and not any Loan Party or other Subsidiary or the restriction assets of any Loan Party or condition set forth in such agreement does other Subsidiary); and provided, further, that clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness or sale and leaseback transactions otherwise permitted by this Agreement if such restrictions or conditions apply only to the Borrower property or any other Restricted Subsidiary; assets securing such Indebtedness and (viiiB) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements agreement entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by business restricting the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentassignment thereof.

Restrictive Agreements. The Neither Indemnitor nor the Borrower will, nor will not, and will not they permit any Indemnitor Group Restricted Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower any Indemnitor Group Restricted Subsidiary to pay dividends or any other Loan Party distributions with respect to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or Equity Interests, to make or repay loans or advances to the Borrower or any Restricted Subsidiary, to Guarantee Indebtedness of the Borrower or any Restricted Subsidiary, to transfer any of its properties or assets to the Borrower or any Restricted Subsidiary; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) law, this Agreement, any law Spin-Off Document, the Current Credit Agreement, any other Loan Document, any Incremental Facility Amendment, any Refinancing Facility Agreement, any document governing any Refinancing Term Loan Indebtedness or Refinancing Indebtedness or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiariesdocument governing Alternative Incremental Facility Debt, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted restrictions and conditions imposed by this Agreement the Senior Notes Documents as in effect on the Effective Date or any documents governing the agreement or document evidencing Refinancing Term Loan Exchange NotesIndebtedness in respect of the Senior Notes Documents permitted under clause (ii) of Section 3.01(a), the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each the case under this clause (i) such restrictions or conditions (x) apply solely to a of any Indemnitor Group Restricted Subsidiary that is not a Loan Partywholly owned Indemnitor Group Restricted Subsidiary, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to any extension, renewal, amendment, modification or replacement thereof, except such Indemnitor Group Restricted Subsidiary and to the extent any Equity Interests of such amendmentIndemnitor Group Restricted Subsidiary, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iiiD) customary restrictions and conditions contained in agreements relating to the sale of a Indemnitor Group Restricted Subsidiary or any assets of Indemnitor, the Borrower or any Indemnitor Group Restricted Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to the such Indemnitor Group Restricted Subsidiary or the assets that is or are to be sold and and, in each case, such sale is permitted hereunder; , (ivE) restrictions and conditions existing on the foregoing shall Effective Date or the Distribution Date and identified on Schedule 6.10 to the Current Credit Agreement (as in effect on the Distribution Date) (and any extension or renewal of, or any amendment, modification or replacement of the documents set forth on such schedule that do not expand the scope of, any such restriction or condition in any material respect), (F) restrictions and conditions imposed by any agreement relating to Indebtedness of any Indemnitor Group Restricted Subsidiary in existence at the time such Indemnitor Group Restricted Subsidiary became a Indemnitor Group Restricted Subsidiary and otherwise permitted by clause (vii) of Section 3.01(a) or to any restrictions in any Indebtedness of a non-Loan Party Restricted Subsidiary permitted by clause (viii) or clause (xix) of Section 3.01(a), in each case if such restrictions and conditions apply only to such Indemnitor Group Restricted Subsidiary and its subsidiaries, (G) restrictions and conditions imposed by this Agreement or the Guarantee, (H) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (I) any encumbrance or restriction under documentation governing other Indebtedness of Holdings, the Borrower and any Indemnitor Group Restricted Subsidiaries permitted to be incurred pursuant to Section 3.01, provided that such encumbrances or restrictions will not materially impair Indemnitor’s ability to make payments pursuant to this Agreement or the Borrower’s ability to make principal and interest payments pursuant to the Current Credit Agreement, (J) customary provisions in leases, licenses licenses, sublicenses and other contracts (including non-exclusive licenses and sublicenses of intellectual property) restricting the assignmentassignment thereof, subletting or transfer thereof or other assets subject thereto; (AK) restrictions imposed by any restrictions with respect agreement relating to a Subsidiary imposed pursuant secured Indebtedness permitted by this Agreement to an agreement that has been entered into in connection with the saleextent such restriction applies only to the property securing such Indebtedness, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (BL) restrictions on transfers of assets subject to Liens permitted by Section 6.02 cash (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vior Permitted Investments) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; business (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits constituting Permitted Encumbrances), (M) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (N) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Indemnitor, the Borrower or any Indemnitor Group Restricted Subsidiary and (O) customary net worth imposed by customers under contracts provisions contained in real property leases entered into by Subsidiaries, so long as Indemnitor has determined in good faith that such net worth provisions would not reasonably be expected to impair the ordinary course ability of businessIndemnitor and its Subsidiaries to meet their ongoing obligations; and and (xiiiii) comprise clause (a) of the foregoing shall not apply to (A) restrictions and conditions imposed by any agreement governing relating to secured Indebtedness entered into on or after the Closing Date permitted by Section 3.01(a)(vi) if such restrictions and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable conditions apply only to the Secured Parties than assets securing such Indebtedness and (B) customary provisions in leases and other agreements restricting the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentassignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: (a) Enter into any Debt or any other contractual obligation which contains any negative pledge on any of the ability properties or assets (whether now owned or hereafter acquired) of the Borrower or its Restricted Subsidiaries (other than any other Loan Party Permitted Franchisee Financing SPE) that restricts or limits its ability to create, incur or permit assume Liens at any time to exist any Lien in favor of secure the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) Obligations or that requires the ability grant of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to security for such obligation if security is given for the Borrower or any Restricted SubsidiaryObligations, provided that the foregoing clauses (a) and (b) shall not apply to: other than (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition encumbrance existing under or by reason of Applicable Law; (as determined ii) customary restrictions on Liens upon the property subject to a Capital Lease set forth in good faith by the Borrower); such Capital Lease (iii) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions do not apply to any property other than the property financed by such Capital Lease and conditions apply only the proceeds thereof); (iii) to the Subsidiary extent that any Permitted Senior Notes or assets that is Subordinated Debt are incurred pursuant to, and in accordance, with the terms of this Agreement, customary restrictions on the creation or are to be sold and assumption of Liens contained in such sale is permitted hereunder; Permitted Senior Notes or in the definitive documentation governing such Subordinated Debt; (iv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed of the Borrower pursuant to an agreement that has been entered into in connection with for the sale, transfer sale or other disposition (not otherwise prohibited by the Loan Documents) of all or substantially all of the Equity Interests Capital Stock in, or assets of, such Subsidiary of the Borrower; (v) customary non-assignment provisions of any contract or lease (provided that such provisions are limited to assets consisting of such Subsidiary contract or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lienlease itself and include no other assets); ; (vi) restrictions created provisions imposed under or in connection with the granting of Liens permitted under Section 11.2(p) under or in connection with commodity swaps or other agreements or arrangements related to commodity prices; provided that such restrictions do not apply to any Qualified Securitization Financing; property other than property granted to secure such obligations; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable limited solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; andand (viii) restrictions on the pledge or assignment of Capital Stock of any Permitted Franchisee Financing SPE owned by the Borrower or any Restricted Subsidiary; or (xiiib) comprise restrictions imposed by Enter into or permit to exist any agreement governing Indebtedness entered into on which impairs or after limits the Closing Date and permitted under Section 6.01 if ability of any Restricted Subsidiary of the restrictions contained in Borrower (other than any Permitted Franchisee Financing SPE) to pay dividends to the Borrower other than (i) any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in impairment or limitation existing under or by reason of the Loan Documents or Applicable Law; (as determined by ii) obligations under any provision of any agreement or other instrument governing Debt that are binding on a Person that becomes a Subsidiary of the Borrower, so long as (A) such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (B) such Debt is otherwise permitted to be incurred or assumed under this Agreement and (bC) either such obligations are not applicable to any Person, or the properties or assets of any Person, other than the Person that becomes a Subsidiary of the Borrower; (Iiii) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary of the Borrower determines at in the time ordinary course of entry business; (iv) restrictions on cash or other deposits imposed under contracts entered into such agreement in the ordinary course of business; and (v) restrictions or instrument encumbrances that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of affect a default relating to such agreement or instrumentRestricted Subsidiary that is a Guarantor.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed or lease agreement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets or properties, whether now owned or hereafter acquired, (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to its Capital Stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary, provided that (c) the foregoing clauses ability of any Restricted Subsidiary to transfer any of its property or assets to the Borrower or any other Restricted Subsidiary or (ad) and (b) shall not apply tothe ability of the Borrower or any Restricted Subsidiary to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary, except: (i) prohibitions, restrictions and conditions imposed by (A) any law Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term other Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower)Document; (ii) restrictions and conditions existing on the Closing Date or to any extensioncustomary prohibitions, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) restrictions and conditions contained in agreements relating to the sale Disposition of assets or of a Restricted Subsidiary or any assets pending such saleDisposition, provided that provided, such prohibitions, restrictions and conditions apply only to the assets or Subsidiary or assets that is or are to be sold Disposed of and such sale Disposition is permitted hereunder; (iviii) prohibitions, restrictions and conditions contained in agreements that exist as of the foregoing shall not apply to customary provisions Closing Date and are listed on Schedule 7.8, and in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to case of an agreement that has been entered into in connection with the saleevidencing Indebtedness, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such prohibitions, restrictions and conditions; (iv) prohibitions, restrictions and conditions that are binding on a Restricted Subsidiary at any the time any Person such Restricted Subsidiary first becomes a Restricted SubsidiarySubsidiary (other than by designation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the terms hereof), provided that so long as the agreements containing such agreement was prohibitions, restrictions and conditions were not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viiiv) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries joint ventures permitted under Section 7.4 and applicable solely to to, in the case of the foregoing clause (a), the assets and Capital Stock of such Joint Venture or non-wholly owned Restricted Subsidiary joint venture, and in the Equity Interests issued therebycase of the foregoing clauses (b) through (d), such joint venture; (ixvi) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course case of business; the preceding clause (x) any a), restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise arising in connection with cash or other deposits permitted under Section 6.02 Sections 7.2 or 7.4 and Section 6.04limited to such cash or deposit; (xiivii) are negative pledges and other prohibitions, restrictions on cash or other deposits or net worth and conditions imposed by customers under contracts an agreement securing Indebtedness permitted by Section 7.1 if such negative pledges, prohibitions, restrictions and conditions apply only to the property or assets securing such Indebtedness and additions and accessions to such property and assets and products and proceeds thereof; (viii) in the case of the preceding clauses (a) and (c), customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (ix) in the case of the preceding clause (c), provisions restricting assignment of any agreement entered into in the ordinary course of business; and (xiiix) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after in the Closing Date and permitted under Section 6.01 if case of the restrictions contained in any such agreement taken as a whole preceding clauses (a) are not materially less favorable to and (c), any restrictions regarding licenses or sublicenses by the Secured Parties than the encumbrances Borrower and restrictions contained its Restricted Subsidiaries of IP Rights in the Loan Documents ordinary course of business (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into in which case such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies shall relate only during the continuance of a default relating to such agreement or instrumentIP Rights).

Restrictive Agreements. The Each Borrower will not, and will not permit any of its Restricted Subsidiary toSubsidiaries to enter into, enter into incur or permit to exist any agreement, instrument, deed or lease agreement that prohibits, restricts or imposes any condition upon: upon (ax) the ability of the any Borrower or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or property or assets to secure the Finance Obligations or (by) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay loans or advances to the any Borrower or any other Restricted Subsidiary, Subsidiary or to Guarantee the Finance Obligations; provided that (i) the foregoing clauses (a) and (b) shall not apply to: (ia) customary restrictions and conditions imposed by (A) any law Loan Document or by any instrument governing Indebtedness permitted hereunder, including, without limitation, the Term Credit Agreement and Permitted Refinancing Indebtedness in respect thereof or any applicable rule, regulation Loan Document (or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, similar term) (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing as defined in the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrowerrespect thereof); (iib) restrictions and conditions existing on the Closing Date and identified on Schedule 7.07 and any amendments, modifications, extensions, renewals or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement refinancing thereof that do not materially expands expand the scope of any such restriction or condition (taken as determined in good faith by the Borrower)a whole; (iiic) restrictions and conditions imposed by agreements of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and any amendments, modifications, extensions, renewals or refinancing thereof that do not materially expand the scope of any such restriction or condition taken as a whole; provided that such restrictions and conditions apply only to such Restricted Subsidiary; (d) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets or Equity Interests of MKS or any assets Restricted Subsidiary pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary (or assets the Equity Interests thereof) that is or are to be sold and such sale is permitted hereunder; (ive) restrictions imposed by any amendment or refinancings that are otherwise permitted by the foregoing shall Loan Documents or the contracts, instruments or obligations referred to in clauses (a), (b) or (c) of this Section 7.07; provided that such amendments or refinancings do not apply to customary provisions in leases, licenses and other contracts restricting materially expand the assignment, subletting scope of any such restriction or transfer thereof or other assets subject theretocondition; (Af) any customary restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer arising under or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financingagreement or instrument governing Equity Interests of any joint venture that is formed or acquired after the Closing Date and applicable only to such joint venture; (viig) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 7.03 pending the consummation of such Disposition; (h) customary provisions restricting the transfer or encumbrance of the specific property subject to a Permitted Lien; (i) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, governing Indebtedness permitted by Section 7.01; provided that with respect to any Material Indebtedness (I) such agreement was not entered into in contemplation of restrictions and conditions are customary for such Person becoming Indebtedness and (other than restrictions with respect to Indebtedness permitted by Section 7.01(e), (j), or (u)) are no more restrictive, taken as a Restricted Subsidiary whole, than the comparable restrictions and the restriction or condition conditions (if any) set forth in this Agreement as determined in the good faith judgment of the Board of Directors of MKS; or (II) the board of directors of MKS in its reasonable and good faith judgment determines at the time such agreement does Indebtedness is incurred that any such encumbrance or restriction will not apply affect the ability of the Loan Parties to service the Borrower Loans or any other Restricted SubsidiaryFinance Obligation; (viiij) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to restricting assignment of any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts agreement entered into in the ordinary course of business; and (xiiik) comprise restrictions on cash or other deposits (including escrowed funds) or net worth imposed under contracts (including letters of credit and bank guarantees) entered into in the ordinary course of business; and (ii) clause (x) of the foregoing shall not apply to (1) restrictions or conditions imposed by any agreement governing relating to secured Indebtedness permitted by this Agreement secured by specific assets if such restrictions or conditions apply only to the specific assets securing such Indebtedness and (2) customary provisions in leases, subleases, licenses, sublicenses and other agreements entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time ordinary course of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentbusiness.

Restrictive Agreements. The Neither Borrower will, nor will not, and will not either Borrower permit any Restricted Material Subsidiary or any Subsidiary that owns (directly or indirectly) any Equity Interests in any Material Subsidiary to, enter into create or otherwise cause or suffer to exist or become effective, any agreement, instrument, deed consensual encumbrance or lease that prohibits, restricts restriction (excluding any such encumbrance or imposes any condition upon: (arestriction under this Agreement) on the ability of the UK Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor Subsidiary of the Secured Parties Company to (excluding Lender Counterpartiesi) upon pay dividends or make any other distributions on any of its Collateral; or Equity Interests, (bii) the ability of pay any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances amounts owing to the Borrower or any Restricted Subsidiary, provided that the foregoing clauses (a) and (b) shall not apply to: (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower Company or any of its Subsidiaries, or (iii) grant any Liens on any of its assets to secure any of the Obligations under this Agreement, except (A) any such encumbrance or restriction with respect to the granting of Liens imposed by a lessor under any capital lease or by a lender extending purchase money financing in respect of any asset or assets of the Company or any Subsidiary, so long as such encumbrances or restrictions does not so encumber or restrict any other assets or property of the Company or any Subsidiary, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement such encumbrance or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing restriction set forth in Permitted Pari Passu Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing any such existing encumbrances or restrictions in any Indebtedness of a Subsidiary of the Company permitted by pursuant to the terms of Section 6.017.01, provided that or Indebtedness of a Borrower resulting from the merger or consolidation of another Person into or with such Borrower, which Indebtedness existed at the time of such merger or consolidation and was not created or incurred in each case under this clause contemplation of such event, (iD) those encumbrances or restrictions more particularly described in Schedule 7.08, (E) any such restrictions encumbrance or conditions restriction consisting of customary provisions (x) apply solely to a Restricted Subsidiary that is not a Loan Partycontained in any license or other contract governing intellectual property rights of the Company or any of its Subsidiaries restricting or conditioning the sublicensing or assignment thereof, (y) are no more restrictive than restricting subletting or assignment of any leases governing leasehold interests of the restrictions Company or conditions set forth in the Loan Documents, any of its Subsidiaries or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) restrictions and conditions contained in agreements any agreement 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all a Subsidiary or substantially all any property or assets pending such sale or other disposition, provided such encumbrances or restrictions apply only to such Subsidiary, property or assets, (F) any encumbrance or restriction existing solely as a result of a requirement of any applicable law, and (G) any such encumbrance or restriction pursuant to an agreement between the Company or its Subsidiary with the Person (other than any Affiliate of the Company) owning the minority of the outstanding Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable of the Company requiring the consent of such Person prior to Joint Ventures and taking the actions described in the preceding clauses (i), (ii) or (iii) above with respect to such non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentSubsidiary.

Restrictive Agreements. The Neither Payor nor any Borrower will, nor will not, and will not they permit any Payor Group Restricted Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower any Payor Group Restricted Subsidiary to pay dividends or any other Loan Party distributions with respect to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or Equity Interests, to make or repay loans or advances to the any Borrower or any Restricted Subsidiary, to guarantee Indebtedness of any Borrower or any Restricted Subsidiary, to transfer any of its properties or assets to any Borrower or any Restricted Subsidiary; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) law, this Agreement, any law Spin-Off Document, the Current Credit Agreement, any other Loan Document, any Incremental Facility Amendment, any Refinancing Facility Agreement, any document governing any Refinancing Term Loan Indebtedness or Refinancing Indebtedness or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiariesdocument governing Alternative Incremental Facility Debt, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted restrictions and conditions imposed by this Agreement the Senior Subordinated Notes Documents as in effect on the Effective Date or any documents governing the agreement or document evidencing Refinancing Term Loan Exchange NotesIndebtedness in respect of the Senior Subordinated Notes Documents permitted under clause (ii) of Section 3.01(a), the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each the case under this clause (i) such restrictions or conditions (x) apply solely to a of any Payor Group Restricted Subsidiary that is not a Loan Partywholly owned Payor Group Restricted Subsidiary, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to any extension, renewal, amendment, modification or replacement thereof, except such Payor Group Restricted Subsidiary and to the extent any Equity Interests of such amendmentPayor Group Restricted Subsidiary, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iiiD) customary restrictions and conditions contained in agreements relating to the sale of a Payor Group Restricted Subsidiary or any assets of Payor, any Borrower or any Payor Group Restricted Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to the such Payor Group Restricted Subsidiary or the assets that is or are to be sold and and, in each case, such sale is permitted hereunder; , (ivE) restrictions and conditions existing on the foregoing shall Effective Date and identified on Schedule 6.10 to the Current Credit Agreement (as in effect on the First Amendment Effective Date) (and any extension or renewal of, or any amendment, modification or replacement of the documents set forth on such schedule that do not expand the scope of, any such restriction or condition in any material respect), (F) restrictions and conditions imposed by any agreement relating to Indebtedness of any Payor Group Restricted Subsidiary in existence at the time such Payor Group Restricted Subsidiary became a Payor Group Restricted Subsidiary and otherwise permitted by clause (vii) of Section 3.01(a) or to any restrictions in any Indebtedness of a non-Loan Party Restricted Subsidiary permitted by clause (viii) of Section 3.01(a), in each case if such restrictions and conditions apply only to such Payor Group Restricted Subsidiary and its subsidiaries, (G) restrictions and conditions imposed by this Agreement or the Guarantee, (H) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (I) any encumbrance or restriction under documentation governing other Indebtedness of Holdings, any Borrower and any Payor Group Restricted Subsidiaries permitted to be incurred pursuant to Section 3.01, provided that such encumbrances or restrictions will not materially impair Payor’s ability to make payments pursuant to this Agreement or any Borrower’s ability to make principal and interest payments pursuant to the Credit Agreement, (J) customary provisions in leases, licenses licenses, sublicenses and other contracts (including non-exclusive licenses and sublicenses of intellectual property) restricting the assignmentassignment thereof, subletting or transfer thereof or other assets subject thereto; (AK) restrictions imposed by any restrictions with respect agreement relating to a Subsidiary imposed pursuant secured Indebtedness permitted by this Agreement to an agreement that has been entered into in connection with the saleextent such restriction applies only to the property securing such Indebtedness, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (BL) restrictions on transfers of assets subject to Liens permitted by Section 6.02 cash (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vior Permitted Investments) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; business (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits constituting Permitted Encumbrances); (M) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (N) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Payor, any Borrower or any Payor Group Restricted Subsidiary and (O) customary net worth imposed by customers under contracts provisions contained in real property leases entered into by Subsidiaries, so long as Payor has determined in good faith that such net worth provisions would not reasonably be expected to impair the ordinary course ability of businessPayor and its Subsidiaries to meet their ongoing obligations; and and (xiiiii) comprise clause (a) of the foregoing shall not apply to (A) restrictions and conditions imposed by any agreement governing relating to secured Indebtedness entered into on or after the Closing Date permitted by Section 3.01(a)(vi) if such restrictions and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable conditions apply only to the Secured Parties than assets securing such Indebtedness and (B) customary provisions in leases and other agreements restricting the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentassignment thereof.

Restrictive Agreements. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or agreement which imposes any condition upon: (a) a limitation on the ability of incurrence by the Borrower or and the Subsidiaries of Liens that (i) would restrict any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon Subsidiary from granting Liens on any of its assets (including assets in addition to the then-existing Senior Collateral and, prior to the Borrowing Base Date, the then-existing Interim Collateral; or , to secure the Senior Obligations, the Second Priority Obligations and, prior to the Borrowing Base Date, the Interim Obligations) or (bii) is more restrictive, taken as a whole, than the limitation on Liens set forth in this Agreement except, in each case, (A)(u) the Senior Loan Documents, (w) agreements with respect to Indebtedness secured by Liens permitted by Section 6.02(a) restricting the ability of any Restricted Subsidiary to make Restricted Payments transfer or grant Liens on the assets securing such Indebtedness, (x) agreements with respect to make or repay loans or advances to the Borrower or any Restricted Subsidiary, provided that the foregoing Second Priority Debt (1) containing provisions described in clauses (a) and (b) shall not apply to: (i) restrictions and conditions imposed and/or (ii) above that are not materially more restrictive, taken as a whole, than those of the 8.125% Note Indenture as in effect on the Second Restatement Effective Date or (2) requiring that such Indebtedness be secured by assets in respect of which Liens are granted to secure other Indebtedness (A) any law or any applicable rule, regulation or order, or any request provided that in the case of any Governmental Authority having regulatory authority over such assets subject to a Senior Lien, such Indebtedness will be required to be secured only with a Second Priority Lien); provided, however, that the Borrower Second Priority Debt Documents relating to any such Indebtedness may not contain terms requiring any Liens be granted with respect to Senior Collateral consisting of cash or Permitted Investments pledged pursuant to Section 2.05(j) of this Agreement or Section 5 of the Senior Subsidiary Guarantee Agreement or otherwise required to be provided upon the occurrence of a default under any bank credit facility to secure obligations in respect of its Subsidiariesletters of credit issued thereunder, (y) agreements with respect to unsecured Indebtedness governed by indentures or by credit agreements or note purchase agreements with institutional investors permitted by this Agreement containing terms that are not materially more restrictive, taken as a whole, than those of the 9.25% Note Indenture as in effect on the Second Restatement Effective Date and (z) the New Notes and/or the Bridge Facility, (B) any Loan Documentcustomary restrictions contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business, (D) pursuant to applicable law, (E) agreements evidencing Indebtedness permitted by Section 6.01in effect as of the Second Restatement Effective Date and not entered into in contemplation of the transactions effected in connection with the closing of the Original Agreement, provided that (F) the Indentures, in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Partywhen originally entered into, (yG) any restriction existing under agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are no more restrictive not applicable to any assets other than assets so acquired, (H) any restriction existing under any agreement of a Person acquired as a Subsidiary pursuant to Section 6.03 or Section 6.04(a)(xiii); provided that any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets other than the restrictions Person or conditions set forth in the Loan Documents, or assets so acquired and (zI) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such saleSecuritizations permitted hereunder, provided that such restrictions and conditions apply only to Securitization Vehicles and to the Subsidiary or assets Securitization Assets that is or are subject to be sold and such sale is permitted hereunder;Securitizations. (ivb) The Borrower will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the foregoing shall not apply ability of any Subsidiary to customary provisions (i) make Restricted Payments in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) respect of any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (ii) make any Investment in the Borrower or any other Subsidiary, or (Biii) restrictions on transfers transfer any of its assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; , except for (viiiA) any restriction existing under (1) the Senior Loan Documents or existing on the Second Restatement Effective Date under the Indentures, (2) the indenture or agreement governing any Refinancing Indebtedness in respect of Indebtedness set forth in clause (1) above or (3) agreements with respect to Indebtedness permitted by this Agreement containing provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive, taken as a whole, than those of the 8.125% Note Indenture or, alternatively, the 9.25% Note Indenture, in each case as in effect on the Second Restatement Effective Date, (B) customary non-assignment provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary leases and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and , (xiiiC) comprise restrictions imposed as required by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the applicable law, (D) customary restrictions contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (E) any such agreement taken as a whole (a) are not materially less favorable restriction existing under agreements relating to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined assets acquired by the Borrower) Borrower or (b) either (I) the Borrower determines a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time of entry such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (F) any restriction existing under any agreement of a Person acquired as a Subsidiary pursuant to Section 6.03 or Section 6.04(a)(xiii); provided any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or instrument assets other than the Person or assets so acquired, (G) agreements with respect to Indebtedness secured by Liens permitted by Section 6.02 that restrict the ability to transfer the assets securing such Indebtedness, (H) customary restrictions and conditions contained in agreements relating to Securitizations permitted hereunder, provided that such encumbrances or restrictions will not adversely affect, in any material respect, and conditions apply only to Securitization Vehicles and to the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating Securitization Assets that are subject to such agreement or instrumentSecuritizations and (I) any restriction existing under the New Notes and/or the Bridge Facility.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Covered Subsidiary to, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower or any other Loan Party Covered Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets to secure any Obligations, (b) the ability of any Restricted Covered Subsidiary to make Restricted Payments pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the Borrower or any Restricted Subsidiary, Covered Subsidiary or (c) the ability of any Covered Subsidiary to Guarantee Indebtedness of the Borrower; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) by any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (iiB) restrictions and conditions existing on the Closing Date or date hereof identified on Schedule 6.09 (but shall apply to any extensionextension or renewal of, renewal, amendment, or any amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands expanding the scope of of, any such restriction or condition condition), (C) restrictions and conditions set forth in the Shareholder Agreement or the Intellectual Property License Agreement as determined in good faith effect on the Closing Date, (D) in the case of any Covered Subsidiary that is not a Wholly-Owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture, shareholder or similar agreement; provided that such restrictions and conditions apply only to such Covered Subsidiary and to any Equity Interests in such Covered Subsidiary and (E) restrictions and conditions imposed by loan documents entered into in connection with the Borrower); Non- Recourse Seed Indebtedness; provided that any such restrictions and conditions apply solely to the seed capital investments financed with such Non-Recourse Seed Indebtedness, (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.01 if such restrictions or conditions apply only to the assets securing such Indebtedness or (B) customary provisions in leases and other agreements restricting the assignment thereof and (iii) clause (b) of the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets that is applicable only to such assets and solely 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument.

Restrictive Agreements. The None of Holdings, the Borrower will notor any other Subsidiary will, and will not permit any Restricted Subsidiary todirectly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of Holdings, the Borrower or any other Loan Party Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets to secure any Obligations or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to Holdings, the Borrower or any Restricted other Subsidiary or to Guarantee Indebtedness of Holdings, the Borrower or any other Subsidiary, ; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) any law Requirements of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) by any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (iiB) restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.10 and, if such agreement or other arrangement is renewed, extended or refinanced, restrictions and conditions in the agreements or arrangements governing the renewed, extended or refinancing arrangement if such restrictions and conditions are no more restrictive than those contained in the agreements or arrangements governing the arrangement being renewed, extended or refinanced, and (C) in the case of any joint venture or 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 joint venture or Subsidiary and to any extensionEquity Interests in such joint venture or Subsidiary, renewal(ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by clause (v) of Section 6.01(a) if such restrictions or conditions apply only to the assets securing such Indebtedness or (B) customary provisions in leases, amendment, modification or replacement licensing agreements and other agreements restricting the assignment thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) clause (b) of the foregoing shall not apply to (A) customary restrictions and conditions contained in agreements relating to the sale Disposition of any asset, or all or substantially all of the Equity Interests or assets of any Subsidiary, or a Subsidiary business unit, division, product line or any assets line of business, that are applicable solely pending such sale, provided that such restrictions and conditions apply only to such asset, or such assets or Equity Interests of the Subsidiary Subsidiary, or assets the business unit, division, product line or line of business, that is or are to be sold Disposed of and such sale Disposition is permitted hereunder; , (B) restrictions and conditions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by clause (vi) of Section 6.01(a), and, if such Indebtedness is renewed, extended or refinanced, restrictions and conditions in the agreements governing the renewed, extended or refinancing Indebtedness if such restrictions and conditions are no more restrictive than those contained in the agreements governing the Indebtedness being renewed, extended or refinanced, provided that such restrictions and conditions apply only to such Subsidiary, and (C) restrictions and conditions imposed by agreements relating to Indebtedness of Foreign Subsidiaries permitted under Section 6.01(a), and, if such Indebtedness is renewed, extended or refinanced, restrictions and conditions in the agreements governing the renewed, extended or refinancing Indebtedness if such restrictions and conditions are no more restrictive than those contained in the agreements governing the Indebtedness being renewed, extended or refinanced, provided that such restrictions and conditions apply only to Foreign Subsidiaries, (iv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting any negative pledges or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers Liens in favor of assets subject to Liens any holder of Indebtedness permitted by under Section 6.02 (but, with respect to any such Lien, only 6.01 but solely to the extent that such transfer restrictions apply solely any negative pledge relates to the assets that are property financed by or the subject of such Lien); Indebtedness, (v) the foregoing shall not apply to customary restrictions contained in leases, subleases, or licenses otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does foregoing shall not apply to customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable (vii) the foregoing shall not apply to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Effective Date and permitted under Section 6.01 if the restrictions contained in any such agreement that are, taken as a whole (a) are not materially less favorable whole, in the good faith judgment of the Borrower, no more restrictive with respect to Holdings, the Secured Parties Borrower or any Subsidiary than the encumbrances and restrictions those contained in this Agreement, so long as (A) the Loan Documents Borrower shall have determined in good faith that such restrictions will not affect (as determined by x) the ability of any Subsidiary (other than the Borrower) to pay dividends or make other distributions with respect to its Equity Interests, (by) either (I) the Borrower determines at the time of entry into such agreement its or instrument that such encumbrances any other Subsidiary’s obligation or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest any payments required hereunder or (IIz) such encumbrance its or restriction applies only during any other Subsidiary’s ability to Guarantee the continuance Obligations (to the extent required by the Loan Documents), and (B) the Liens securing the Obligations are permitted thereby. Nothing in this paragraph shall be deemed to modify the requirements set forth in the definition of a default relating to such agreement the term “Collateral and Guarantee Requirement” or instrumentthe obligations of the Loan Parties under Sections 5.03, 5.04 or 5.12 or under the Security Documents.

Restrictive Agreements. The Borrower will notBecome a party to any Restrictive Agreement, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: except (a) a Restrictive Agreement as in effect on the Closing Date and shown on Schedule 9.1.16; (b) a Restrictive Agreement relating to secured Debt permitted hereunder, if such restrictions apply only to the collateral for such Debt; (c) customary provisions in leases and other contracts restricting assignment thereof; (d) encumbrances or restrictions on the ability of a Subsidiary to make any Upstream Payment under the Borrower Loan Documents, under Applicable Law or as in effect on the Closing Date and shown on Schedule 9.1.16, (e) any other Loan Party prohibition or restriction in an agreement to createthe extent required by Applicable Law, incur (f) any prohibition or permit to exist any Lien restriction in favor of the Secured Parties (excluding Lender Counterparties) an agreement binding upon a Subsidiary or any of its Collateral; or (b) Subsidiaries at the ability of any Restricted time such Subsidiary to make Restricted Payments or to make or repay loans or advances to the is acquired by a Borrower or any Restricted Subsidiarya Subsidiary (other than obligations incurred as consideration in or in contemplation of such acquisition), provided that the foregoing clauses (a) and (b) shall not apply to: which prohibition or restriction (i) restrictions is not applicable to the Borrowers or their other Subsidiaries or the properties or assets of the Borrowers or their other Subsidiaries and conditions imposed (ii) would not prohibit or restrict such Subsidiary from guarantying the Obligations and granting a Lien on its assets, in each case to the extent required by Section 10.1.9, (Ag) any law prohibition or restriction applicable solely to a Foreign Subsidiary and contained in any agreement governing Debt incurred by such Foreign Subsidiary that is permitted hereunder, (h) prohibitions on the pledge of assets subject to a Lien permitted by Section 10.2.2 to the extent such prohibition applies solely to the assets encumbered by such Lien, and (i) customary provisions of joint venture agreements governing the assets and Equity Interests of the applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower joint venture or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary of the Subsidiaries to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower such Loan Party or any other Loan Party of the Subsidiaries to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or property or assets to secure the Secured Obligations (and any refinancing, refunding, extension, renewal or replacement thereof), or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to the any Borrower or any Restricted other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary, ; provided that the foregoing clauses (a) and (b) shall not apply to: to (i) restrictions and conditions imposed by (A) any law Requirements of Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) by any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); ; (ii) restrictions and conditions imposed on the Loan Parties existing on the Closing Effective Date identified on Schedule 6.10 and amendments, modifications, extensions renewals, replacements or refinancings thereof (but shall apply to any refinancing, refunding, extension, renewal, amendment, modification renewal or replacement thereofof, except to the extent or any such amendment, amendment or modification or replacement materially expands expanding the scope of of, any such restriction or condition (as determined in good faith by the Borrowercondition); ; (iii) restrictions and conditions imposed upon the Company (but solely with respect to the Equity Interests held by the Company in PPC Mexico), PPC Mexico and its Subsidiaries under the Mexican Credit Facility and any refinancing, extension, renewal or replacement thereof permitted under Section 6.01(f); (iv) customary restrictions and conditions contained in agreements relating to the sale sale, transfer, lease or other disposition of a Subsidiary or any assets asset in a transaction permitted under Section 6.05 pending such sale, transfer, lease or other disposition, (provided that such restrictions and conditions apply only to the Subsidiary or assets asset that is or are to be sold sold, transferred, leased or otherwise disposed and such sale sale, transfer, lease or other disposition is otherwise permitted hereunder; ); (ivv) the foregoing shall not apply to customary provisions in leases, licenses joint venture agreements and other contracts restricting the assignment, subletting similar agreements applicable to joint ventures or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been Equity Interests therein entered into in connection with the sale, transfer or other disposition ordinary course of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); business; (vi) restrictions created customary provisions contained in connection leases, subleases, licenses or sublicenses of intellectual property and other similar agreements entered into in the ordinary course of business that do not materially interfere with any Qualified Securitization Financing; the business of the Company and its Subsidiaries; and (vii) restrictions or conditions set forth in any agreement in effect at any the time any such Person becomes a Restricted SubsidiarySubsidiary of the Company, provided that so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company (provided that such restrictions and conditions apply only to such Subsidiary and its assets, and not any Loan Party or other Subsidiary or the restriction assets of any Loan Party or condition set forth in such agreement does other Subsidiary); and provided, further, that clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness or sale and leaseback transactions otherwise permitted by this Agreement if such restrictions or conditions apply only to the Borrower property or any other Restricted Subsidiary; assets securing such Indebtedness and (viiiB) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements agreement entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by business restricting the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentassignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances Landlord hereby agrees with Tenant with respect to the Borrower or any Restricted Subsidiary, provided that the foregoing clauses (a) and (b) shall not apply toRestrictive Agreements as follows: (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) Landlord will not approve or agree to any restrictions amendment of the Restrictive Agreements which materially derogates the rights granted to Landlord thereunder without Tenant’s prior consent, which shall not be unreasonably withheld. (B) Tenant agrees during the Term of this Lease to comply with and promptly perform each and all of the terms and provisions of all Restrictive Agreements insofar as they relate to the Ski Facility and the Leased Premises. Without limiting the generality of the foregoing, Tenant agrees to pay any assessments, costs, common area maintenance and operating charges, lighting charges, all common area cost contributions, and any and all other amounts that Landlord or the owner of the Leased Premises would otherwise be obligated to pay under the Restrictive Agreements. (C) Landlord agrees to fully cooperate with Tenant in the exercise of any rights or remedies pursuant to such Restrictive Agreements the exercise of which Tenant believes is necessary or prudent with respect to a Subsidiary imposed pursuant the Leased Premises. Tenant hereby covenants and agrees to an agreement that has been entered into in connection with the saleindemnify and hold harmless Landlord from and against any and all claims, transfer costs, demands, losses or other disposition liabilities (including attorneys’ fees) which Landlord may suffer or incur by reason of all or substantially any failure by Tenant to pay and perform all of the Equity Interests terms of, or assets any violation of or noncompliance with any of the covenants and agreements contained in, the Restrictive Agreements, or any of them, regardless of whether such Subsidiary provisions are binding upon the Leased Premises or (B) restrictions on transfers the holder of assets subject the tenant’s interest in this Lease. If at any time any claims, costs, demands, losses or liabilities are asserted against Landlord by reason of any failure by Tenant to Liens permitted by Section 6.02 (butpay and perform all of the terms of, or any violation of or noncompliance with respect to any of the covenants and agreements contained in, the Restrictive Agreements, regardless of whether such provisions are binding upon the holder of the tenant’s interest in this Lease or the Leased Premises, Tenant will, upon notice from Landlord, defend any such Lienclaims, only costs, demands, losses or liabilities at Tenant’s sole cost and expense by counsel reasonably acceptable to the extent that such transfer restrictions apply solely Landlord. Landlord will promptly provide to the assets that are the subject Tenant a copy of such Lien); (vi) restrictions created any notice received by Landlord in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentRestrictive Agreement.

Restrictive Agreements. The Borrower will not, and will shall not permit any Restricted Subsidiary todirectly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; orBank; (b) the Bank’s right to impose the conditions set forth in this Agreement upon the Borrower’s ability of any Restricted Subsidiary to make Restricted Payments pay dividends or distributions with respect to its Equity Interests or to make or repay loans or advances made to the Borrower by Cellu Tissue or any Restricted Subsidiary, Clearwater; provided that that: (x) the foregoing clauses (a) and (b) shall not apply to: (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) by any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower);, (ii) restrictions and conditions existing on the Closing Date or to any extensiondate hereof identified on Schedule 9.13 attached hereto and incorporated herein by reference including the Clearwater Senior Notes Indenture and the Clearwater Bank of America Loan Agreement; provided further, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of that in no event shall any such restriction or condition be breached or violated by: (as determined A) the Borrower’s incurrence of the Indebtedness under this Agreement and the grant of Liens in good faith its property pursuant to the Loan Documents; or (B) the Borrower’s performance of its obligations under the Loan Documents; or (C) the Borrower’s incurrence of any Indebtedness to refinance the Indebtedness incurred under this Agreement so long as: (1) the terms of such re-refinancing Indebtedness comply with any requirement then imposed by the Borrower);Clearwater Senior Notes Loan Documents and the Clearwater Credit Facility Loan Documents for permitted re-financing Indebtedness; (2) with respect to all Letter of Credit Obligations, the Liens securing such re-financing Indebtedness shall be substantially the same as those created by the Security Documents; and (3) the applicable restrictions described in Section 9.13(b) in the documentation for the re-financing Indebtedness are not materially more restrictive, when taken as a whole, than the applicable restrictions in this Agreement; and (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets the Borrower 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument.

Restrictive Agreements. The Borrower During the Collateral and Guarantee Period, the Company will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease agreement that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary such Person to make Restricted Payments (a) pay dividends or distributions to any Loan Party, (b) [reserved], (c) make or repay loans or advances to any Loan Party, (d) transfer any of its property to any Loan Party, (e) pledge its property pursuant to the Borrower Loan Documents (or any Restricted Subsidiaryrenewals, provided that refinancings, exchanges, refundings or extensions thereof) or (f) in the foregoing case of a Person required by the Loan Documents to be a Loan Party, act as a Loan Party pursuant to the Loan Documents (or any renewals, refinancings, exchanges, refundings or extension thereof), except (in respect of any of the matters referred to in clauses (a) and through (be) shall not apply to: above) for (i) restrictions and conditions imposed by (A) any law or any applicable rulelaw, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions imposed by this Agreement and conditions the other Loan Documents, (iii) restrictions imposed by the Senior Notes Indentures, (iv) restrictions imposed by the Term Loan Credit Agreement and any “Loan Documents” under and as defined therein, (v) restrictions existing on the Closing Date identified on Schedule 6.05 (or to any extension, renewal, amendment, modification modification, renewal or replacement thereof, except to the extent any such amendment, modification or replacement materially expands thereof not expanding the scope of any such restriction or condition condition), (as determined vi) in good faith the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions imposed by the Borrower); (iii) its organizational documents or any related joint venture or similar agreement; provided, that, such restrictions and conditions apply only to such Subsidiary, (vii) restrictions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and permitted by Section 6.02(e) (but shall apply to any amendment or modification expanding the scope of any such restriction); provided, that, such restrictions and conditions apply only to such Subsidiary, (viii) customary restrictions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided sale to the extent 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (Bix) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, contained in any Permitted Securitization Documents with respect to any Special Purpose Securitization Subsidiary, (x) restrictions contained in any document or relating to Indebtedness incurred pursuant to Section 6.02(d); provided, that, any such Lienrestriction contained therein relates only to the asset or assets constructed or acquired in connection therewith and (xi) any Permitted Encumbrance or any document or instrument governing any Permitted Encumbrance; provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Encumbrance, (xii) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such transfer restrictions apply solely only to the property or assets that are securing such Indebtedness; provided, that, in each case such restrictions do not restrict the subject of such Lien); Liens securing the Obligations or the Liens securing the Obligations under and as defined in the Term Loan Credit Agreement or the priority thereof, (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viiixiii) customary provisions contained in shareholders agreements, joint venture agreements, organizational leases or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary licenses of intellectual property and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; , (xxiv) customary provisions restricting subletting or assignment of any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries lease governing a leasehold interest, (xv) customary provisions restricting assignment of Intellectual Property any agreement entered into in the ordinary course of business; , (xixvi) arise customary restrictions and conditions contained in connection with cash any document relating to any Lien, so long as (1) such Lien is permitted under Section 6.01 and such restrictions or other deposits conditions relate only to the specific asset subject to such Lien, (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.05B and (3) such restrictions do not restrict the Liens securing the Obligations or the Liens securing the Obligations under and as defined in the Term Loan Credit Agreement or the priority thereof, (xvii) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and the Subsidiaries to meet their ongoing obligations, (xviii) restrictions in agreements representing Indebtedness permitted under Section 6.02 of a Subsidiary that is not a Guarantor, (xix) customary restrictions contained in leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted hereby as long as such restrictions relate to the Equity Interests and Section 6.04; assets subject thereto, and (xiixx) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed or lease agreement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets or properties, whether now owned or hereafter acquired, (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to its Capital Stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary, provided that (c) the foregoing clauses ability of any Restricted Subsidiary to transfer any of its property or assets to the Borrower or any other Restricted Subsidiary or (ad) and (b) shall not apply tothe ability of the Borrower or any Restricted Subsidiary to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary, except for: (i) prohibitions, restrictions and conditions imposed by (A) any law Law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term other Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower)Document; (ii) restrictions and conditions existing on the Closing Date or to any extensioncustomary prohibitions, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) restrictions and conditions contained in agreements relating to the sale Disposition of assets or of a Restricted Subsidiary or any assets pending such saleDisposition, provided that provided, such prohibitions, restrictions and conditions apply only to the assets or Subsidiary or assets that is or are to be sold Disposed of and such sale Disposition is permitted hereunder; (iviii) prohibitions, restrictions and conditions contained in agreements that exist on the foregoing shall not apply to customary provisions date hereof and are listed on Schedule 7.8, and in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to case of an agreement that has been entered into in connection with the saleevidencing Indebtedness, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such prohibitions, restrictions and conditions; (iv) prohibitions, restrictions and conditions that are binding on a Restricted Subsidiary at any the time any Person such Restricted Subsidiary first becomes a Restricted SubsidiarySubsidiary (other than by designation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the terms hereof), provided that so long as the agreements containing such agreement was prohibitions, restrictions and conditions were not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viiiv) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries joint ventures permitted under Section 7.4 and applicable solely to to, in the case of the foregoing clause (a), the assets and Capital Stock of such Joint Venture or non-wholly owned Restricted Subsidiary joint venture, and in the Equity Interests issued therebycase of the foregoing clauses (b) through (d), such joint venture; (ixvi) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course case of business; the preceding clause (x) any a), restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise arising in connection with cash or other deposits permitted under Section 6.02 Sections 7.2 or 7.4 and Section 6.04limited to such cash or deposit; (xiivii) are negative pledges and other prohibitions, restrictions on cash or other deposits or net worth and conditions imposed by customers under contracts an agreement securing Indebtedness permitted by Section 7.1(c) if such negative pledges, prohibitions, restrictions and conditions apply only to the property or assets securing such Indebtedness and additions and accessions to such property and assets and products and proceeds thereof; (viii) in the case of the preceding clauses (a) and (c), customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (ix) in the case of the preceding clause (c), provisions restricting assignment of any agreement entered into in the ordinary course of business; and (xiiix) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after in the Closing Date and permitted under Section 6.01 if case of the restrictions contained in any such agreement taken as a whole preceding clauses (a) are not materially less favorable to and (c) any restrictions regarding licenses or sublicenses by the Secured Parties than the encumbrances Borrower and restrictions contained its Restricted Subsidiaries of IP Rights in the Loan Documents ordinary course of business (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into in which case such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies shall relate only during the continuance of a default relating to such agreement or instrumentIP Rights).

Restrictive Agreements. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts prohibits or imposes any condition upon: (a) limits the ability of the Borrower or any other Loan Party to create, incur incur, assume or permit suffer to exist any Lien in favor upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances with respect to the Borrower Secured Obligations or any Restricted Subsidiary, under the First Lien Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to: : (ia) restrictions and conditions imposed by (A1) Requirements of Law, (2) any law First Lien Loan Document, (3) any documentation governing First Lien Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any applicable ruledocumentation governing other Indebtedness (other than intercompany debt owed to Holdings, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its the Restricted Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under make payments on the Loan Documents as Loans, (6) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxiv) or Section 6.01(a)(vii), (viii), (ix), (xv), (xxii) or (xxvii) and when due (as determined 6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in good faith by the Borrower); clauses (ii1) through (5) above; (b) customary restrictions and conditions existing on the Closing Effective Date or to and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition condition; (as determined in good faith by the Borrower); (iiic) 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; ; (ivd) the foregoing shall not apply to customary provisions in leases, licenses licenses, sublicenses and other contracts (including licenses and sublicenses of Intellectual Property) restricting the assignment, subletting or transfer thereof or other assets subject thereto; assignment thereof; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (Be) restrictions on transfers of assets subject imposed by any agreement relating to Liens secured Indebtedness permitted by Section 6.02 (but, with respect this Agreement to any the extent such Lien, restriction applies only to the extent that property securing such transfer restrictions apply solely to the assets that are the subject of such Lien); Indebtedness; (vif) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument.Person

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes agreement (excluding any condition uponLoan Document) prohibiting: (a) the ability of the Borrower to amend or otherwise modify any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its CollateralDocument; or (b) the ability of any Restricted Subsidiary to make Restricted Payments any payments, directly or to make or repay loans or advances indirectly, to the Borrower by way of dividend, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments ("Subsidiary Payments"), or any Restricted Subsidiaryother agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, provided that directly or indirectly, to the foregoing clauses (a) and Borrower where such prohibition or restriction has a Material Adverse Effect. The restriction set forth in clause (b) above shall not apply to: (i) to prohibitions or restrictions and conditions imposed by (A) on Subsidiary Payments directly or indirectly to the Borrower set forth in any law or any applicable rule, regulation or order, or any request agreement entered into in connection with a refinancing of any Governmental Authority having regulatory authority over Indebtedness of the Borrower or any of its SubsidiariesSubsidiaries (each such agreement entered into after the Effective Date, a "Restrictive Financing Document") if, prior to entering into such Restrictive Financing Document, the Borrower shall have delivered to the Administrative Agent: (A) a certificate of an Authorized Representative stating that the projected financial or coverage ratios of the affected Subsidiary as calculated on the basis of the pro forma financials prepared in good faith on the basis of reasonable assumptions in connection with, and after giving effect to, the transactions contemplated by such Restrictive Financing Document will, during the remaining life to maturity of the Obligations, equal or exceed the financial or coverage ratios, if any, required for the affected Subsidiary to make any Subsidiary Payments directly or indirectly to the Borrower in accordance with such Restrictive Financing Document; and (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing letters from ▇▇▇▇▇'▇ and S&P confirming the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentthen current Debt Rating.

Restrictive Agreements. (a) The Borrower Company will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease agreement which imposes a limitation on the incurrence by the Company and the Subsidiaries of Liens that prohibits, restricts or imposes (i) would restrict any condition upon: (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon Subsidiary from granting Liens on any of its assets (including assets in addition to the then-existing Collateral; or , to secure the Securities Obligations) or (bii) is more restrictive, taken as a whole, than the limitation on Liens set forth in this Indenture except, in each case, (A)(x) the ability of any Restricted Subsidiary ABL Loan Documents, (y) agreements with respect to make Restricted Payments or to make or repay loans or advances to the Borrower or any Restricted SubsidiaryDebt secured by Liens permitted by Section 4.05(c), provided that the foregoing clauses (ad), (f) and (bk) shall restricting the ability to transfer (or grant Liens on) the assets securing such Debt (subject to the terms of the applicable Acceptable Intercreditor Agreements with respect to such Debt), and (z) agreements with respect to unsecured Debt governed by indentures or by credit agreements or note purchase agreements permitted by this Indenture containing terms that are not apply to: (i) restrictions and conditions imposed by (A) any law or any applicable rulematerially more restrictive, regulation or ordertaken as a whole, or any request than those of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiariesthis Indenture, (B) any Loan Documentcustomary restrictions contained in purchase and sale agreements limiting the transfer of or granting of Liens on the subject assets pending closing, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary non-assignment provisions in leases, licenses leases and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;, (D) pursuant to applicable law, (E) agreements in effect as of the Issue Date and not entered into in contemplation of the Transactions effected on the Issue Date, (F) any restriction existing under agreements relating to assets acquired by the Company or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, and (G) any restriction existing under any agreement of a Person acquired as a Subsidiary pursuant to Section 5.01(b) or Section 4.10(l); provided that any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets other than the Person or assets so acquired. (xb) The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (i) make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Debt owed to, the Company or any other Subsidiary, (ii) make any Investment in the Company or any other Subsidiary, or (iii) transfer any of its assets to the Company or any other Subsidiary, except for (A) any restrictions regarding licensing restriction existing under (1) the ABL Loan Documents, the Takeback Notes Documents or sublicensing the Securities Collateral Documents, and (2) agreements with respect to Debt permitted by this Indenture containing provisions described in clauses (i), (ii) and (iii) above and provided that (i)(x) the restriction is not materially more restrictive, taken as a whole, as reasonably determined by the Borrower Board of Directors or senior management of the Company, than the restrictions of the same type contained in this Indenture, (y) the restriction is not materially more restrictive, taken as a whole, as reasonably determined by the Board of Directors or senior management of the Company, than the restrictions of the same type contained in the ABL Credit Agreement or (z) the restriction is not materially more restrictive, taken as a whole, than customary provisions in comparable financings, as reasonably determined by the Board of Directors or senior management of the Company, and its Restricted Subsidiaries (ii) that the Board of Intellectual Property Directors or senior management of the Company determines, at the time of such financing, will not impair the Company’s ability to make payments as required under the Securities when due, (B) customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business; , (xiC) arise as required by applicable law, rule, regulation or order, (D) customary restrictions contained in connection purchase and sale agreements limiting the transfer of the subject assets pending closing, (E) any restriction existing under agreements relating to assets acquired by the Company or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (F) any restriction existing under any agreement of a Person acquired as a Subsidiary pursuant to Section 5.01(b) or Section 4.10(l); provided any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets other than the Person or assets so acquired, (G) agreements with cash respect to Debt secured by Liens permitted by Section 4.05(c), (d), (f) and (k) that restrict the ability to transfer the assets securing such Debt (subject to the terms of the applicable Acceptable Intercreditor Agreements with respect to such Debt), (H) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other deposits permitted under Section 6.02 agreements that restrict assignment of such agreements or rights thereunder, (I) resulting from purchase money obligations for Property acquired or Capital Lease Obligations that impose restrictions on the Property so acquired, and Section 6.04; (xiiJ) are resulting from restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on business or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) consistent with past practice or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentindustry practice.

Restrictive Agreements. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or agreement which imposes any condition upon: (a) a limitation on the ability of incurrence by the Borrower or and the Subsidiaries of Liens that (i) would restrict any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon Subsidiary from granting Liens on any of its assets (including assets in addition to the then-existing Senior Collateral and, prior to the Borrowing Base Date, the then-existing Interim Collateral; or , to secure the Senior Obligations, the Second Priority Obligations and, prior to the Borrowing Base Date, the Interim Obligations) or (bii) is more restrictive, taken as a whole, than the limitation on Liens set forth in this Agreement except, in each case, (A)(u) the Senior Loan Documents, (w) agreements with respect to Indebtedness secured by Liens permitted by Section 6.02(a) restricting the ability of any Restricted Subsidiary to make Restricted Payments transfer or grant Liens on the assets securing such Indebtedness, (x) agreements with respect to make or repay loans or advances to the Borrower or any Restricted Subsidiary, provided that the foregoing Second Priority Debt (1) containing provisions described in clauses (a) and (b) shall not apply to: (i) restrictions and conditions imposed and/or (ii) above that are not materially more restrictive, taken as a whole, than those of the 9.5% Note Indenture as in effect on the Second Restatement Effective Date or (2) requiring that such Indebtedness be secured by assets in respect of which Liens are granted to secure other Indebtedness (A) any law or any applicable rule, regulation or order, or any request provided that in the case of any Governmental Authority having regulatory authority over such assets subject to a Senior Lien, such Indebtedness will be required to be secured only with a Second Priority Lien); provided, however, that the Borrower Second Priority Debt Documents relating to any such Indebtedness may not contain terms requiring any Liens be granted with respect to Senior Collateral consisting of cash or Permitted Investments pledged pursuant to Section 2.05(j) of this Agreement or Section 5 of the Senior Subsidiary Guarantee Agreement or otherwise required to be provided upon the occurrence of a default under any bank credit facility to secure obligations in respect of its Subsidiariesletters of credit issued thereunder, (By) any Loan Document, any agreements evidencing secured with respect to unsecured Indebtedness governed by indentures or by credit agreements or note purchase agreements with institutional investors permitted by this Agreement or any documents governing containing terms that are not materially more restrictive, taken as a whole, than those of the Term Loan Exchange 9.25% Note Indenture as in effect on the Second Restatement Effective Date and (z) the Jean Coutu Subordinated Notes, the Additional Term NotesNew Notes and/or the Bridge Facili▇▇, (▇) ▇▇stomary restrictions contained in purchase and sale agreements limiting the Unrestricted Additional Term Notestransfer of the subject assets pending closing, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business, (D) pursuant to applicable law, (E) agreements evidencing Indebtedness permitted by Section 6.01in effect as of the Second Restatement Effective Date and not entered into in contemplation of the transactions effected in connection with the closing of the Original Agreement, provided that (F) the Indentures, in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Partywhen originally entered into, (yG) any restriction existing under agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are no more restrictive not applicable to any assets other than assets so acquired, (H) any restriction existing under any agreement of a Person acquired as a Subsidiary pursuant to Section 6.03 or Section 6.04(a)(xiii); provided that any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets other than the restrictions Person or conditions set forth in the Loan Documents, or assets so acquired and (zI) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such saleSecuritizations permitted hereunder, provided that such restrictions and conditions apply only to Securitization Vehicles and to the Subsidiary or assets Securitization Assets that is or are subject to be sold and such sale is permitted hereunder;Securitizations. (ivb) The Borrower will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the foregoing shall not apply ability of any Subsidiary to customary provisions (i) make Restricted Payments in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) respect of any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (ii) make any Investment in the Borrower or any other Subsidiary, or (Biii) restrictions on transfers transfer any of its assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; , except for (viiiA) any restriction existing under (1) the Senior Loan Documents or existing on the Second Restatement Effective Date under the Indentures, (2) the indenture or agreement governing any Refinancing Indebtedness in respect of Indebtedness set forth in clause (1) above or (3) agreements with respect to Indebtedness permitted by this Agreement containing provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive, taken as a whole, than those of the 9.5% Note Indenture or, alternatively, the 9.25% Note Indenture, in each case as in effect on the Second Restatement Effective Date, (B) customary non-assignment provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary leases and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and , (xiiiC) comprise restrictions imposed as required by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the applicable law, (D) customary restrictions contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (E) any such agreement taken as a whole (a) are not materially less favorable restriction existing under agreements relating to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined assets acquired by the Borrower) Borrower or (b) either (I) the Borrower determines a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time of entry such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (F) any restriction existing under any agreement of a Person acquired as a Subsidiary pursuant to Section 6.03 or Section 6.04(a)(xiii); provided any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or instrument assets other than the Person or assets so acquired, (G) agreements with respect to Indebtedness secured by Liens permitted by Section 6.02 that restrict the ability to transfer the assets securing such Indebtedness, (H) customary restrictions and conditions contained in agreements relating to Securitizations permitted hereunder, provided that such encumbrances or restrictions will not adversely affect, in and conditions apply only to Securitization Vehicles and to the Securitization Assets that are subject to such Securitizations and (I) any material respectrestriction existing under the Jean Coutu Subordinated Notes, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during New Notes and/or the continuance of a default relating to such agreement or instrumentBridge Facili▇▇.

Restrictive Agreements. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of Holdings, the Borrower or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets to secure the Obligations or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests, to make or repay loans or advances to the Borrower or any Restricted Subsidiary, to Guarantee Indebtedness of the Borrower or any Restricted Subsidiary, to transfer any of its properties or assets to the Borrower or any Restricted Subsidiary or to grant Liens on its assets (including Equity Interests) to the Collateral Agent; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) any law or by this Agreement, any applicable ruleother Loan Document, regulation or orderany Incremental Facility Amendment, any Refinancing Facility Agreement or any request of document governing any Governmental Authority having regulatory authority over the Borrower Refinancing Term Loan Indebtedness or any of its SubsidiariesRefinancing Indebtedness, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted restrictions and conditions imposed by this Agreement the Senior Unsecured Notes Documents as in effect on the Escrow Date or any documents governing the agreement or document evidencing Refinancing Term Loan Exchange Notes, Indebtedness in respect of the Additional Term Notes, Senior Unsecured Notes Documents permitted under clause (ii) of Section 6.01(a); provided that the Unrestricted Additional Term Notes, restrictions and conditions contained in any such agreement or document taken as a whole are not materially less favorable to the Credit Agreement Refinancing Indebtedness, Lenders than the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes restrictions and the Second Lien Term Loan Exchange Notes (and Guarantees thereof conditions imposed by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or Senior Unsecured Notes Documents, (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each the case under this clause (i) such restrictions or conditions (x) apply solely to a of any Restricted Subsidiary that is not a Loan Partywholly owned Restricted Subsidiary, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to any extension, renewal, amendment, modification or replacement thereof, except such Restricted Subsidiary and to the extent any Equity Interests of such amendmentRestricted Subsidiary, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iiiD) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets of Holdings, the Borrower or any Restricted Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to the such Restricted Subsidiary or the assets that is or are to be sold and and, in each case, such sale is permitted hereunder; , (ivE) restrictions and conditions existing on the Escrow Date and identified on Schedule 6.10 (and any extension or renewal of, or any amendment, modification or replacement of the documents set forth on such schedule that do not expand the scope of, any such restriction or condition in any material respect) and (F) restrictions and conditions imposed by any agreement relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and otherwise permitted by clause (vii) of Section 6.01(a) or to any restrictions in any Indebtedness of a non-Loan Party Restricted Subsidiary permitted by clause (viii) or clause (xviii) of Section 6.01(a), in each case if such restrictions and conditions apply only to such Restricted Subsidiary and its subsidiaries; and (ii) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) restrictions and conditions imposed by any restrictions with respect agreement relating to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens secured Indebtedness permitted by clause (vi) of Section 6.02 (but, with respect to any 6.01(a) if such Lien, restrictions and conditions apply only to the extent that assets securing such transfer restrictions apply solely to the assets that are the subject of such Lien); Indebtedness and (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viiiB) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary leases and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and restricting the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentassignment thereof.

Restrictive Agreements. The Borrower will not, and nor will not it permit any Restricted Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement, instrument, deed agreement or lease other arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower or any other Loan Party Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or assets to secure the Obligations or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary, ; provided that (i) the foregoing clauses (a) and (b) shall not apply to: to (iA) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term other Loan Exchange NotesDocument, any Permitted Pari Passu Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Alternative Incremental Facility Debt, any Customer Financing Guarantee, the Additional Term Notesobligations under which constitute Secured Customer Financing Obligations, and any Refinancing Indebtedness in respect of any of the Unrestricted Additional Term Notesforegoing, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes (B) restrictions and the Second Lien Term Loan Exchange Notes (and Guarantees thereof conditions imposed by the GuarantorsSenior Unsecured Notes Documents as in effect on the date hereof or any agreement or document evidencing Refinancing Indebtedness permitted under clause (b) of Section 6.01; provided that the restrictions and conditions contained in any documentation providing for such agreement or document, taken as a whole, are not less favorable in any Permitted Refinancing thereof or material respect to the Lenders than the restrictions and conditions imposed by the Senior Unsecured Notes Documents, (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each the case under this clause (i) such restrictions or conditions (x) apply solely to a of any Restricted Subsidiary that is not a Loan Partywholly owned Restricted Subsidiary, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to any extension, renewal, amendment, modification or replacement thereof, except such Restricted Subsidiary and to the extent any Equity Interests of such amendmentRestricted Subsidiary, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iiiD) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets of the Borrower or any Restricted Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to the such Restricted Subsidiary or the assets that is or are to be sold and and, in each case, such sale is permitted hereunder; , (ivE) restrictions and conditions existing on the date hereof and identified on Schedule 6.10 (or to any extension or renewal of, or any amendment, modification or [[6121596]] replacement not expanding the scope of, any such restriction or condition), (F) restrictions and conditions imposed by the documents governing any Indebtedness of any Foreign Subsidiary permitted by Section 6.01(s); provided that such restrictions and conditions apply only to such Foreign Subsidiary and its Affiliates that are Foreign Subsidiaries and (G) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility; (ii) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or and conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument.secured Indebtedness permitted by clause (f) or

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances Landlord hereby agrees with Tenant with respect to the Borrower or any Restricted Subsidiary, provided that the foregoing clauses (a) and (b) shall not apply toRestrictive Agreements as follows: (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) Landlord will not approve or agree to any restrictions amendment of the Restrictive Agreements which materially derogates the rights granted to Landlord thereunder without Tenant’s prior consent, which shall not be unreasonably withheld. (B) Tenant agrees during the Term of this Lease to comply with and promptly perform each and all of the terms and provisions of all Restrictive Agreements insofar as they relate to the Facility and the Leased Premises. Without limiting the generality of the foregoing, Tenant agrees to pay any assessments, costs, common area maintenance and operating charges, lighting charges, all common area cost contributions, and any and all other amounts that Landlord or the owner of the Leased Premises would otherwise be obligated to pay under the Restrictive Agreements. (C) Landlord agrees to fully cooperate with Tenant in the exercise of any rights or remedies pursuant to such Restrictive Agreements the exercise of which Tenant believes is necessary or prudent with respect to a Subsidiary imposed pursuant the Leased Premises. Tenant hereby covenants and agrees to an agreement that has been entered into in connection with the saleindemnify and hold harmless Landlord from and against any and all claims, transfer costs, demands, losses or other disposition liabilities (including attorneys’ fees) which Landlord may suffer or incur by reason of all or substantially any failure by Tenant to pay and perform all of the Equity Interests terms of, or assets any violation of or noncompliance with any of the covenants and agreements contained in, the Restrictive Agreements, or any of them, regardless of whether such Subsidiary provisions are binding upon the Leased Premises or (B) restrictions on transfers the holder of assets subject the tenant’s interest in this Lease. If at any time any claims, costs, demands, losses or liabilities are asserted against Landlord by reason of any failure by Tenant to Liens permitted by Section 6.02 (butpay and perform all of the terms of, or any violation of or noncompliance with respect to any of the covenants and agreements contained in, the Restrictive Agreements, regardless of whether such provisions are binding upon the holder of the tenant’s interest in this Lease or the Leased Premises, Tenant will, upon notice from Landlord, defend any such Lienclaims, only costs, demands, losses or liabilities at Tenant’s sole cost and expense by counsel reasonably acceptable to the extent that such transfer restrictions apply solely Landlord. Landlord will promptly provide to the assets that are the subject Tenant a copy of such Lien); (vi) restrictions created any notice received by Landlord in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentRestrictive Agreement.

Restrictive Agreements. The Borrower will notOther than any conditions or restrictions in respect of Distributions by the Parent, and will not permit become a party to any Restricted Subsidiary toRestrictive Agreement, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: except (a) a Restrictive Agreement as in effect on the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its CollateralFifth Amendment Closing Date and [shown]described on Schedule 9.1.16; or (b) the ability of any Restricted Subsidiary a Restrictive Agreement relating to make Restricted Payments or to make or repay loans or advances secured Debt permitted hereunder, if such restrictions apply only to the Borrower or collateral for such Debt; (c) customary provisions in leases and other contracts restricting assignment thereof; (d) Restrictive Agreements contained in documents evidencing Refinancing Debt of the Senior Note Debt; (e) Restrictive Agreements contained in documents evidencing any Restricted Subsidiary, provided that the foregoing clauses (a) and (b) shall not apply to: Junior Debt so long as (i) restrictions and conditions imposed by such documents do not restrict or limit (A) any law or any applicable rule, regulation or order, or any request the incurrence of any Governmental Authority having regulatory authority over indebtedness under this Loan Agreement (except as may be provided in the Borrower or any of its SubsidiariesJunior Debt Intercreditor Agreement), (B) any Loan Documentthe making of payments on account of the Obligations, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely the granting of liens to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in Agent to secure the Loan DocumentsObligations, or (zD) do not materially impair the Borrower’s ability modification, renewal or extension of this Loan Agreement (except as may be provided in the Junior Debt Intercreditor Agreement) and (ii) a Senior Officer of the Borrower Agent has delivered a certificate to pay its obligations under the Loan Documents as and when due (as Agent stating that the Borrower Agent has determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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 taken as a whole are consistent with market terms of agreements governing comparable Debt of similar companies at the Subsidiary time of incurrence of any Junior Debt under such Junior Debt Documents; (f) Restrictive Agreements contained in documents evidencing the Convertible Note Debt or assets that is or are to be sold and such sale is permitted hereunder; (iv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all Refinancing Debt of the Equity Interests or assets of such Subsidiary or Convertible Note Debt; and (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viiig) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by business in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements limiting the Borrower and its Restricted Subsidiaries transfer of Intellectual Property in the ordinary course assets subject thereto pending the consummation of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentsale provided therein.

Restrictive Agreements. The Borrower will shall not, and will not nor shall it permit any Restricted Subsidiary to, enter into any indenture, agreement, instrumentinstrument or other arrangement which, deed directly or lease that indirectly prohibits, restricts or has the effect of prohibiting, or imposes any condition materially adverse conditions upon: (a) , the ability of any Subsidiary to (i) pay dividends or make other distributions on its capital stock to the Borrower or any other Loan Party to createSubsidiary, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterpartiesii) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to the Borrower or any Restricted Subsidiary, provided that the foregoing clauses other Subsidiary or (aiii) and (b) shall not apply to: (i) restrictions and conditions imposed by (A) any law repay loans or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over advances from the Borrower or any of its Subsidiariesother Subsidiary, except (A) restrictions and limitations imposed by Law or by the Loan Documents, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) customary restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) restrictions and conditions limitations contained in agreements relating to the sale of a Subsidiary or its assets that is permitted hereunder, (C) restrictions and conditions imposed by agreements relating to Indebtedness of any assets pending Subsidiary in existence at the time such sale, Subsidiary becomes a Subsidiary not created in contemplation of or in connection with such Subsidiary becoming a Subsidiary (or any refinancing or amendment thereof that does not result in a materially more restrictive restriction or condition); provided that such restrictions and conditions apply only to such Subsidiary and its respective Subsidiaries, (D) in the case of any Subsidiary or assets that is not a wholly-owned Subsidiary, customary restrictions and conditions imposed by its organizational documents or are to be sold and such sale is permitted hereunder; any joint venture or similar agreement, (ivE) solely for the foregoing shall not apply to customary provisions in leasesfirst 60 days following the Term Loan Closing Date, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiaryindenture, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and agreement, instrument or other arrangement to which the restriction or condition set forth in such agreement does not apply to the Borrower Company or any other Restricted Subsidiary; of its Subsidiaries is party as of the First Amendment Effective Date and (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ixF) any other restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are that could not materially less favorable reasonably be expected to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, impair the Borrower’s ability to make principal or interest payments required hereunder or repay the Obligations as and when due.” (IIl) such encumbrance or restriction applies only during Clause (c) of Section 6.16 of the continuance of a default relating Credit Agreement is hereby amended and restated in its entirety to such agreement or instrument.read as follows: “

Restrictive Agreements. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts prohibits or imposes any condition upon: (a) limits the ability of the Borrower or any other Loan Party to create, incur incur, assume or permit suffer to exist any Lien in favor upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances with respect to the Borrower Secured Obligations or any Restricted Subsidiary, under the First Lien Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to: : (ia) restrictions and conditions imposed by (A1) Requirements of Law, (2) any law First Lien Loan Document, (3) any documentation governing First Lien Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over documentation governing other Indebtedness (other than intercompany debt owed to the Borrower or any of its the Restricted Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under make payments on the Loan Documents as Loans, (6) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxiv) or Section 6.01(a)(vii), (viii), (ix), (xv), (xxii) or (xxvii) and when due (as determined 6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in good faith by the Borrower); clauses (ii1) through (5) above; (b) customary restrictions and conditions existing on the Closing Effective Date or to and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition condition; (as determined in good faith by the Borrower); (iiic) 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; ; (ivd) the foregoing shall not apply to customary provisions in leases, licenses licenses, sublicenses and other contracts (including licenses and sublicenses of Intellectual Property) restricting the assignment, subletting or transfer thereof or other assets subject thereto; assignment thereof; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (Be) restrictions on transfers of assets subject imposed by any agreement relating to Liens secured Indebtedness permitted by Section 6.02 (but, with respect this Agreement to any the extent such Lien, restriction applies only to the extent that property securing such transfer restrictions apply solely to the assets that are the subject of such Lien);Indebtedness; -150- [EMEA_ACTIVE 302040156_13] (vif) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Holdings, the Borrower or any other Restricted Subsidiary; ; (viiig) customary provisions restrictions or conditions in shareholders agreementsany Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the First Lien Loan Documents or, joint venture agreementsin the case of Junior Financing, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; its Subsidiaries; (ixh) any restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business; business (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 6.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other deposits or net worth imposed similar agreements applicable to joint ventures permitted by customers under contracts entered into in the ordinary course of businessSection 6.04; and (xiiik) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the customary restrictions contained in any leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such agreement taken as a whole (a) are not materially less favorable restrictions relate only to the Secured Parties than assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the encumbrances Borrower or any Restricted Subsidiary; and restrictions (m) customary net worth provisions contained in the Loan Documents (real property leases entered into by Subsidiaries, so long as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument has determined in good faith that such encumbrances or restrictions will net worth provisions could not adversely affect, in any material respect, reasonably be expected to impair the Borrower’s ability of Holdings and its Subsidiaries to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentmeet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes agreement (excluding any condition uponLoan Document) prohibiting: (a) the ability of the Borrower to amend or otherwise modify any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its CollateralDocument; or (b) the ability of any Restricted Collateral Party or Subsidiary of a Collateral Party to make Restricted Payments any payments, directly or to make or repay loans or advances indirectly, to the Borrower by way of dividend, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments (“Subsidiary Payments”), or any Restricted Subsidiaryother agreement or arrangement which restricts the ability of any such Collateral Party or Subsidiary of a Collateral Party to make any payment, provided that directly or indirectly, to the foregoing clauses (a) and Borrower where such prohibition or restriction has a Material Adverse Effect. The restriction set forth in clause (b) above shall not apply to: (i) to prohibitions or restrictions and conditions imposed by (A) on Subsidiary Payments directly or indirectly to the Borrower set forth in any law or any applicable rule, regulation or order, or any request agreement entered into in connection with a refinancing of any Governmental Authority having regulatory authority over Indebtedness of the Borrower or any of its Subsidiariesthe Collateral Parties (and each Subsidiary of a Collateral Party) (each such agreement entered into after the Effective Date, (Ba “Restrictive Financing Document”) any Loan if, prior to entering into such Restrictive Financing Document, any agreements evidencing secured Indebtedness permitted by this Agreement the Borrower shall have delivered to the Administrative Agent: (A) a certificate of an Authorized Representative stating that the projected financial or any documents governing coverage ratios of the Term Loan Exchange Notes, affected Person as calculated on the Additional Term Notes, basis of the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined pro forma financials prepared in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date basis of reasonable assumptions in connection with, and after giving effect to, the transactions contemplated by such Restrictive Financing Document will, during the remaining life to maturity of the Obligations, equal or exceed the financial or coverage ratios, if any, required for the affected Person to make any extension, renewal, amendment, modification Subsidiary Payments directly or replacement thereof, except indirectly to the extent any Borrower in accordance with such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary Restrictive Financing Document; or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to letters from ▇▇▇▇▇’▇ and S&P confirming the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentthen current Debt Rating.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary to, directly or indirectly (i) enter into or assume any agreementagreement (other than the Financing Documents and, instrumentas in effect on the Closing Date, deed the Indenture Documents, the Note Purchase Documents and the Securitization Documents) prohibiting the creation or lease that prohibitsassumption of any Lien upon the Collateral, restricts whether now owned or imposes hereafter acquired or (ii) create or otherwise cause or suffer to exist or become effective any condition upon: (a) consensual encumbrance or restriction of any kind on the ability of the any Subsidiary to: (1) pay or make Restricted Distributions to any Borrower or any other Loan Party Wholly-Owned Restricted Subsidiary; (2) pay any Debt owed to create, incur any Borrower or permit to exist any Lien in favor of the Secured Parties other Wholly-Owned Restricted Subsidiary; (excluding Lender Counterparties3) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to the Borrower or any other Wholly-Owned Restricted Subsidiary, provided ; or (4) transfer any of its property or assets to any Borrower or any other Wholly-Owned Restricted Subsidiary; PROVIDED that the foregoing clauses provisions of this clause (a) and (bii) shall not apply to: to (ia) restrictions and conditions imposed by law, the Financing Documents, the Indenture Documents, the Note Purchase Documents, the Securitization Documents, the IRB Documents, the Aircraft Lease Documents and any agreement, instrument or document evidencing (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its SubsidiariesPermitted Mortgage Debt, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes transactions contemplated on Schedule 5.5 and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) the sale, factoring or other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Partyfinancing of the Air France Parts Lease, (yb) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets line of business (including without limitation those transactions listed on Schedule 5.6) pending such sale, provided that PROVIDED such restrictions and conditions apply only to the Subsidiary or assets line of business that is or are to be sold and such sale is permitted hereunder; , and (ivc) the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrumentassignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to the Borrower or any Restricted Subsidiary, provided that the foregoing clauses (a) and (b) shall not apply to: (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second First Lien Term Loans, the Second Lien Term Loans, the Second First Lien Incremental Facility, the Second First Lien Credit Agreement Refinancing Indebtedness, the Second First Lien Additional Term Notes, the Second First Lien Unrestricted Additional Term Notes, Second the First Lien Refinancing Notes and the Second First Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Original Closing Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument.

Restrictive Agreements. The Borrower will not, and will not permit (I) Enter into or assume any Restricted Subsidiary to, enter into written agreement prohibiting the creation or assumption of any agreement, instrument, deed Lien upon the properties or lease that prohibits, restricts or imposes any condition upon: (a) the ability assets of the Borrower Loan Parties to secure the Obligations, whether now owned or any other Loan Party to create, incur hereafter acquired or permit (II) create or otherwise cause or suffer to exist or become effective any Lien in favor consensual encumbrance or restriction of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) kind on the ability of any Restricted Subsidiary to to: (i) pay or make Restricted Payments Distributions to the Company or any Restricted Subsidiary; (ii) pay any Debt owed to the Company or any Restricted Subsidiary; (iii) make or repay loans or advances to the Borrower Company or any Restricted Subsidiary; or (iv) transfer any of its property or assets to the Company or any Restricted Subsidiary, provided that the foregoing clauses except for: (a) Liens or restrictions set forth in the Loan Documents and other agreements governing Debt incurred under Section 6.01(c), 6.01(g) and 6.01(h) (but only to the extent such restrictions relate to the Property financed by such Debt); (b) shall not apply to:contractual encumbrances or restrictions in effect on the Effective Date, including in respect of Swap Agreements; (c) (i) contracts or agreements for the Disposition of any assets, or all of the Equity Interests, of any Subsidiary, but only to the extent such restrictions relate to the assets and Equity Interests (and assets of the applicable Subsidiary) to be sold or (ii) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents documentation governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof Receivables Financing or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower); (iii) 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 similar transaction permitted hereunder; (iv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (Bd) restrictions on transfers requiring minimum reserves of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course of business; and; (xiiie) comprise customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (f) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by or the subject of such Debt or securing such Debt; (g) customary restrictions and conditions contained in the document relating to any Lien, so long as (i) such Lien is permitted under Section 6.02 and such restrictions or conditions relate only to the specific assets subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.04; (h) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and related to such joint ventures; (i) customary provisions contained in leases, subleases, licenses, and other similar agreements entered into in the ordinary course of business and related to the assets subject to such agreements; (j) with respect to the restrictions in clause (II) above, any restrictions imposed by any agreement governing Indebtedness relating to Debt incurred pursuant to Section 6.01 entered into on or after the Closing Effective Date and permitted under Section 6.01 if the such restrictions contained in any such agreement are not materially more restrictive, taken as a whole whole, in the good faith judgment of the Company, than (aA) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (bB) either in the case of Debt incurred in connection with a Permitted Refinancing, the restrictions that are in effect on the Effective Date pursuant to such Debt to be Refinanced; (k) with respect to the restrictions in clause (I) above, and restrictions imposed by any Permitted Additional Secured Indebtedness Document if such restrictions are not materially more restrictive, taken as a whole, in the Borrower determines at good faith judgment of the time of entry into such agreement or instrument that such Company, than the restrictions contained in the Loan Documents; or (l) any encumbrances or restrictions will not adversely affectimposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower Representative, no more restrictive in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating respect with respect to such agreement dividend and other payment restrictions than those contained in the dividend or instrumentother payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictive Agreements. The Borrower will Co-Issuers shall not, and will shall not permit any of their Restricted Subsidiary Subsidiaries to, (I) enter into or assume any agreement, instrument, deed written agreement prohibiting the creation or lease that prohibits, restricts assumption of any Lien upon the properties or imposes any condition upon: (a) the ability assets of the Borrower Note Parties to secure the Note Obligations, whether now owned or any other Loan Party to create, incur hereafter acquired or permit (II) create or otherwise cause or suffer to exist or become effective any Lien in favor consensual encumbrance or restriction of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or (b) kind on the ability of any Restricted Subsidiary to to: (i) pay or make Restricted Payments Distributions to the Co-Issuers or any Restricted Subsidiary; (ii) pay any Debt owed to the Co-Issuers or any Restricted Subsidiary; (iii) make or repay loans or advances to the Borrower Co-Issuers or any Restricted Subsidiary; or (iv) transfer any of its property or assets to the Co-Issuers or any Restricted Subsidiary, provided that the foregoing clauses except for: (a) and (b) shall not apply to: Liens or restrictions set forth in (i) restrictions and conditions imposed by (A) any law or any applicable rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its SubsidiariesOperative Documents, (Bii) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the ABL Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term “Loan Exchange Notes Documents” (and Guarantees thereof by as defined in the GuarantorsABL Credit Agreement) and any documentation providing for any Permitted Refinancing thereof or (Ciii) other agreements evidencing Indebtedness permitted by governing Debt incurred under Section 6.015.01(c), provided that in each case under this clause 5.01(g) and 5.01(h) (i) but only to the extent such restrictions or conditions (x) apply solely relate to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith Property financed by the Borrowersuch Debt); (iib) contractual encumbrances or restrictions and conditions existing in effect on the Closing Date or to any extensionDate, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope including in respect of any such restriction or condition (as determined in good faith by the Borrower)Swap Agreements; (iiic) restrictions and conditions contained in contracts or agreements relating to for the sale Disposition of a Subsidiary any assets, 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) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets Interests, of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (butany Subsidiary, with respect to any such Lien, but only to the extent that such transfer restrictions apply solely relate to the assets that are and Equity Interests (and assets of the subject of such Lien)applicable Subsidiary) to be sold; (vid) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation requiring minimum reserves of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (xi) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) are restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course of business; and; (xiiie) comprise customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (f) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 5.01 but solely to the extent any negative pledge relates to the property financed by or the subject of such Debt or securing such Debt; (g) customary restrictions and conditions contained in the document relating to any Lien, so long as (i) such Lien is permitted under Section 5.02 and such restrictions or conditions relate only to the specific assets subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 5.04; (h) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and related to such joint ventures; (i) customary provisions contained in leases, subleases, licenses, and other similar agreements entered into in the ordinary course of business and related to the assets subject to such agreements; (j) with respect to the restrictions in clause (II) above, any restrictions imposed by any agreement governing Indebtedness relating to Debt incurred pursuant to Section 5.01 entered into on or after the Closing Date and permitted under Section 6.01 if such restrictions are not materially more restrictive, taken as a whole, in the good faith judgment of the Company, than (A) the restrictions contained in the Operative Documents or (B) in the case of Debt incurred in connection with a Permitted Refinancing, the restrictions that are in effect on the Closing Date pursuant to such Debt to be Refinanced; (k) with respect to the restrictions in clause (I) above, any restrictions imposed by any Permitted Additional Secured Indebtedness Document if such agreement restrictions are not materially more restrictive, taken as a whole (a) are not materially less favorable to whole, in the Secured Parties good faith judgment of the Company, than the encumbrances and restrictions contained in the Loan Documents Operative Documents; or (as determined by the Borrowerl) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such any encumbrances or restrictions will not adversely affectimposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating respect with respect to such agreement dividend and other payment restrictions than those contained in the dividend or instrumentother payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiary toSubsidiaries to enter into, enter into incur or permit to exist any agreement, instrument, deed consensual agreement or lease other consensual arrangement that prohibits, restricts or imposes any condition upon: upon (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral; or Property, or (b) the ability of any Restricted Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary, Subsidiary or to transfer property to the Borrower or any of its Restricted Subsidiaries; provided that the foregoing clauses (a) and (b) shall not apply to: (i) conditions or restrictions and conditions imposed by (A) any law or any applicable law, rule, regulation or order, or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, the Second Lien Term Loans, the Second Lien Term Loans, the Second Lien Incremental Facility, the Second Lien Credit Agreement Refinancing Indebtedness, the Second Lien Additional Term Notes, the Second Lien Unrestricted Additional Term Notes, Second Lien Refinancing Notes and the Second Lien Term Loan Exchange Notes (and Guarantees thereof by the Guarantors) and any documentation providing for any Permitted Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair by any indentures, agreements, notes, instruments and other documents governing 119-119- Indebtedness permitted to be incurred under this Agreement so long as the Borrower’s ability conditions and restrictions imposed pursuant to pay its obligations under such Indebtedness are no more restrictive, taken as a whole, than those conditions or restrictions contained in the Loan Documents as and when due (as determined in good faith by the Borrower)Documents; (ii) restrictions and conditions existing on the Closing Date or clause (a) shall not apply to any extension, renewal, amendment, modification or replacement thereof, except assets encumbered by Permitted Liens as long as such restriction applies only to the extent any asset encumbered by such amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith by the Borrower)Permitted Lien; (iii) restrictions and conditions contained in agreements relating existing on the Effective Date not otherwise excepted from this Section 6.09 identified on Schedule 6.09 (but shall not apply to any amendment or modification expanding the sale scope of a Subsidiary any such restriction 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 hereundercondition); (iv) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any the time any Person becomes a Restricted Subsidiary, Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (v) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary (or the assets of a Restricted Subsidiary or the Borrower) pending such sale, provided such restrictions and conditions apply only to the restriction Restricted Subsidiary that is to be sold (or condition set forth in assets to be sold) and such agreement does sale is permitted (or is required to be permitted) hereunder; (vi) clause (a) shall not apply to customary provisions in leases, subleases, licenses, sublicenses and service contracts in the ordinary course of business of the Borrower and its Restricted Subsidiaries between the Borrower or any Restricted Subsidiary and its customers and other Restricted Subsidiarycontracts restricting the assignment thereof; (vii) without affecting the Borrower’s obligations under Sections 5.11, 5.12 and 5.15, customary provisions in joint venture agreements entered into in connection with the formation of such joint venture in the ordinary course of business that (x) restrict the transfer of Equity Interests in such joint venture or (y) the case of any joint venture that is not a Loan Party, provide for other restrictions of the type described in clauses (a) and (b) above, solely with respect to the Equity Interests in, or property held in, such joint venture; (viii) customary provisions in shareholders agreementsany agreement including with respect to Indebtedness, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or nonof a Non-wholly owned U.S. Restricted Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to the properties and other similar agreements applicable to Joint Ventures and nonrevenues of such Subsidiary or any Subsidiary of such Non-wholly owned U.S. Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly owned Restricted Subsidiary and the Equity Interests issued therebySubsidiary; (ix) any agreement with respect to Indebtedness permitted under Section 6.01(xi), but only if such restrictions on cash were not created in contemplation of such Permitted Acquisition and the restrictions only apply to the Person or other deposits imposed by agreements entered into in the ordinary course of businessassets being acquired; (x) any restrictions regarding licensing covenants to maintain net worth, total assets or sublicensing by the Borrower liquidity and its Restricted Subsidiaries of Intellectual Property similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business; (xi) arise any such encumbrance or restriction consisting of customary provisions in connection with cash leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or other deposits permitted under Section 6.02 and Section 6.04;the property leased thereunder; and (xii) are restrictions on cash any amendment, restatement, renewal, extension, refinancing or other deposits replacement of any of the foregoing; provided that such amendments, restatements, renewals, extensions, 120-120- refinancings or net worth imposed by customers under contracts entered into replacements are, in the ordinary course good faith judgment of business; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 if the restrictions contained in any Borrower, no more materially restrictive with respect to such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the continuance of a default relating than those prior to such agreement amendment, restatement, renewal, extension, replacement or instrumentrefinancing.