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 or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower Credit Parties will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon the ability of any Loan Party Subsidiary (i) to create, incur, assume pay dividends or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties other distributions with respect to the Secured any of its Capital Stock or (ii) to make or repay loans or advances to Crown Holdings or any other Subsidiary or to incur Guarantee Obligations of Indebtedness of Crown Holdings or under the Loan Documentsany other Subsidiary or (iii) to transfer property to Crown Holdings or any of its Subsidiaries; provided that the foregoing shall not apply to: (a) 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; (1c) Requirements of Law, (2) restrictions and conditions imposed by any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Capital Markets Debt, Permitted First Priority Refinancing U.S. Borrower Debt or Permitted Second Priority Refinancing European Borrower Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) ; provided that the encumbrances and (6) any documentation governing any Permitted Refinancing incurred to refinance any restrictions contained in such Indebtedness referenced are no more restrictive in clauses any material respect, taken as a whole, than those contained in the Public Debt Documents (1) through (5) aboveas in effect on the Fourth Amendment Effective Date); (bd) customary 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 Effective Date 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 expands the scope of any such restriction or conditionEffective Date; (cf) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or and conditions contained in any Indebtedness permitted pursuant Permitted Receivables or Factoring Financings and relating to Section 6.01 that is incurred any Receivables Subsidiary 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;Factoring Subsidiary; and (h) restrictions on cash contained in Indebtedness of Subsidiaries that are not Credit Parties incurred pursuant to Section 8.1(a)(viii), (or Permitted Investmentsa)(ix) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrancesa)(xxii); (i, permitted to be incurred under Section 8.1(a)(xiv) 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions that relate only to the assets subject thereto; (l) customary provisions restricting subletting Subsidiary that is the obligor under such Indebtedness or assignment permitted by Section 8.1(a)(xvi); provided that the board of any lease governing a leasehold interest directors of the U.S. Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the European Borrower has shall have determined in good faith (as evidenced by a resolution of the board of directors of such Borrower) at the time that such net worth provisions would encumbrance or restriction is created that such encumbrance or restriction, as the case may be, will not reasonably be expected to impair the ability of any Borrower to make payments of interest on the Borrower Loans or make payments in respect of its LC Obligations, in each case as and its Subsidiaries to meet their ongoing obligationswhen due.

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 prohibits, restricts or limits imposes any condition upon: (a) the ability of the Borrower or any other Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit in favor of the Secured Parties with respect (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 Secured Obligations Borrower or under the Loan Documents; any Restricted Subsidiary, provided that the foregoing clauses (a) and (b) shall not apply to: (ai) restrictions and conditions imposed by (1A) Requirements any law or any applicable rule, regulation or order, or any request of Lawany Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (2B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the ABL 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, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxviz) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced as determined in clauses (1) through (5) abovegood faith by the Borrower); (bii) customary restrictions and conditions existing on the Effective Closing Date and 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 conditioncondition (as determined in good faith by the Borrower); (ciii) 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; (div) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereofassignment, subletting or transfer thereof or other assets subject thereto; (eA) 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 imposed by any agreement relating on transfers of assets subject to secured Indebtedness Liens permitted by this Agreement Section 6.02 (but, with respect to any such Lien, only to the extent that such restriction applies only transfer restrictions apply solely to the property securing assets that are the subject of such IndebtednessLien); (fvi) 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 (but not any modification or amendment expanding the scope of any such restriction or condition); 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; (gviii) restrictions customary provisions in shareholders agreements, joint venture agreements, organizational or conditions in constitutive documents or similar binding agreements relating to any Indebtedness permitted pursuant to Section 6.01 that is incurred Joint Venture 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such non-wholly owned Restricted Subsidiary and its Subsidiariesother 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; (hix) any restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)business; (ix) any restrictions set forth on Schedule 6.09 regarding licensing or sublicensing by the Borrower and any extension, renewal, amendment, modification or replacement thereof, except to its Restricted Subsidiaries of Intellectual Property in the extent any such amendment, modification or replacement expands the scope ordinary course of any such restriction or conditionbusiness; (jxi) customary provisions arise in joint venture agreements connection with cash or other deposits permitted under Section 6.02 and other similar agreements applicable to joint ventures permitted by Section 6.04; (kxii) customary are restrictions contained on cash or other deposits or net worth imposed by customers under contracts entered into in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment ordinary course of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiarybusiness; and (mxiii) customary net worth provisions 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 real property leases entered into 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 Subsidiaries, so long as the Borrower) or (b) either (I) the Borrower has determined in good faith determines at the time of entry into such agreement or instrument that such net worth provisions would encumbrances or restrictions will not reasonably be expected adversely affect, in any material respect, the Borrower’s ability to impair make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the ability continuance of the Borrower and its Subsidiaries a default relating to meet their ongoing obligationssuch agreement or instrument.

Restrictive Agreements. The Borrower It will not, and will not permit any Restricted Subsidiary to of its Subsidiaries to, directly or indirectly, enter into any agreementinto, instrument, deed incur or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: Restrictive Agreement other than (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, Law or by the ABL Loan Documents, (3b) Restrictive Agreements listed on Schedule 7.15, (c) any documentation governing Incremental Equivalent Debtstockholder agreement, investor rights agreement, charter, bylaws or other Organizational Documents of an Obligor as in effect on the date hereof, (4d) limitations associated with Permitted Liens or with any documentation governing Permitted Unsecured Refinancing Debttransaction permitted under Section 9.01, Permitted First Priority Refinancing Debt 9.03, 9.05, 9.06 or 9.09, (e) restrictions on cash (or Permitted Second Priority Refinancing Debt, Cash Equivalent Investments) or other deposits imposed by agreements entered into with customers in the Ordinary Course of Business (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxor other restrictions on cash or deposits constituting Permitted Liens), (xxif) customary provisions in leases and other agreements restricting the assignment thereof, (g) any restrictions and conditions imposed by any agreement relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary (and any extension, renewal, amendment, modification or replacement thereof, expect to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition), (xxvih) 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 agreements; provided that such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of such Subsidiary, (i) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by Section 9.01(g) if such restrictions and conditions apply only to the assets securing such Indebtedness and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (bj) customary restrictions and conditions existing on the Effective Date (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; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets of the Borrower or any Subsidiary, in each case pending such sale; provided that such restrictions and conditions apply only to the such Subsidiary or the assets that is or are to be sold and sole and, in each case, such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet 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, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of Holdings, the Borrower or any Loan Party Restricted Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its assets that are Collateral or revenues, whether now owned required to be Collateral to secure the Obligations or hereafter acquired, for (b) the benefit ability of the Secured Parties any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests, to make or repay loans or advances to the Secured Obligations Borrower or under any Restricted Subsidiary, to Guarantee Indebtedness of the Loan DocumentsBorrower 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 shall not apply to: to (aA) restrictions and conditions imposed by (1) Requirements of Lawlaw or by this Agreement, (2) any Spin-Off Document, 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 document governing Alternative Incremental Facility Debt, (B) restrictions and conditions imposed by the ABL Senior Notes Documents as in effect on the Amendment and Restatement Effective Date or any agreement or document evidencing Refinancing Term Loan Indebtedness in respect of the Senior Notes Documents permitted under clause (ii) of Section 6.01(a); provided that the restrictions and conditions contained in any such agreement or document taken as a whole are not materially less favorable to the Lenders than the restrictions and conditions imposed by the Senior Notes Documents, (3C) in the case of any documentation governing Incremental Equivalent DebtRestricted Subsidiary that is not a wholly owned Restricted Subsidiary, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and any extension, renewal, amendment, modification or replacement thereof, except conditions apply only to such Restricted Subsidiary and to the extent any Equity Interests of such amendmentRestricted Subsidiary, modification or replacement expands the scope of any such restriction or condition; (cD) 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; , (dE) 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 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 assignment thereof; , (eK) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; , (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hL) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (kM) 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; , (lN) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and Subsidiary and (mO) 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 Subsidiaries to meet their ongoing obligations; and (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 (vi) of Section 6.01(a) if such restrictions and conditions apply only to the assets securing such Indebtedness and (B) customary provisions in leases and other agreements restricting the assignment thereof.

Restrictive Agreements. The Each Borrower will not, and will not permit any Restricted Subsidiary to enter into any agreementto, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties Restrictive Agreement (other than this Agreement, the Security Documents, documents governing Purchase Money Liens securing Permitted Purchase Money Debt, the Term Loan Credit Agreement or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documentsdocuments governing Permitted Junior Priority Secured/Unsecured Debt and other Debt permitted hereunder); provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) prohibit any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary Borrower or any assets pending such sale; provided that such Restricted Subsidiary from creating, incurring, assuming or suffering any agreement which contains restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; existing by reason of (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (ei) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; Applicable Law, (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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; (jii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; entered into in the Ordinary Course of Business and applicable solely to such joint venture (kiii) customary restrictions provisions contained in leases, subleases, licenses, sublicenses or asset sale sublicenses, covenants not to xxx, releases and other agreements otherwise permitted hereby so long as such restrictions relate only to in connection with Intellectual Property and other similar agreements entered into in the assets subject thereto; Ordinary Course of Business, (liv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the any Borrower or any a Restricted Subsidiary; and , (mv) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (vi) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 10.2.9 pending the consummation of such sale, transfer, lease or other disposition, (vii) customary net worth provisions contained in real property leases entered into by any Borrower or its Restricted Subsidiaries, so long as the such Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the such Borrower and its Restricted Subsidiaries to meet their ongoing obligationsobligations and (viii) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business.

Restrictive Agreements. The Borrower will notNone of the Parent, and will not permit the Obligor or any other Restricted Subsidiary shall become subject to any contractual restrictions upon (a) the ability of the Parent, the Obligor or any other Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its assets to secure any Secured Obligations or revenues, whether now owned (b) the ability of any Restricted Subsidiary to pay dividends or hereafter acquired, for the benefit of the Secured Parties other distributions with respect to its Equity Interests or to make or repay loans or advances to the Secured Obligations Parent, the Obligor or under any other Restricted Subsidiary or to Guarantee Indebtedness of the Loan DocumentsParent, the Obligor or any other Restricted Subsidiary; provided that that: (i) the foregoing shall not apply to: (aA) 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 (1) Requirements of Law, (2) any Loan Documentthe HFOTCO Credit Agreement as in effect on the Closing Date, or any agreement or document governing or evidencing Refinancing Indebtedness in respect thereof permitted under clause (b) of the ABL Loan Documentsdefinition of the term “Permitted Debt”, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) provided that the restrictions and (6) any documentation governing any Permitted Refinancing incurred to refinance conditions contained in any such Indebtedness referenced agreement or document, taken as a whole, are not less favorable to the Bondholders than the restrictions and conditions imposed by the HFOTCO Credit Agreement as in clauses (1) through (5) aboveeffect on the Closing Date; (bD) customary restrictions and conditions existing on the Effective Closing Date and 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 expands expanding the scope of any such restriction or condition); (cE) 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 (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (eB) restrictions and conditions imposed by any agreement agreements relating to secured Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Subsidiary and otherwise permitted by this Agreement to clause (i) of the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary definition of “Permitted Debt” (but not shall apply to any extension, renewal, amendment or modification or amendment expanding the scope of any such restriction or condition); , 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 Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not the obligations of the Loan Parties to under Sections 5.10, 5.11 or 5.12 or under the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationsSecurity Documents.

Restrictive Agreements. The Borrower will notBecome a party to any Restrictive Agreement, except a Restrictive Agreement (a) in effect on the Closing Date; (b) relating to secured Debt permitted hereunder, as long as the restrictions apply only to collateral for such Debt and will such collateral does not permit any Restricted 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 such Permitted Joint Venture Subsidiary to enter into incur or repay Borrowed Money owing to Borrowers or Guarantors or to modify, extend or renew any agreementagreement evidencing such Borrowed Money, instrumentto 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 Agent’s Liens thereon), deed or lease that prohibits or limits are immaterial to the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any performance by the Credit Parties of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions Documents and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 could not reasonably be expected to impair have a Material Adverse Effect, in each case as are customary in the ability Ordinary Course of the Borrower Business (i) in Hedging Agreements, (ii) in sale, sale leaseback, purchase or merger agreements pending a sale or merger; (iii) in any contract or contractual obligation (including leases and its Subsidiaries to meet their ongoing obligationslicenses) restricting assignment thereof; and (iv) imposed by customers or under contracts restricting cash or deposits or net worth.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Parent or any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets (other than Unrestricted Margin Stock), whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Parties any Restricted Subsidiary to pay dividends or other distributions with respect to the Secured Obligations holders of its Equity Interests or under the Loan Documentsto make or repay loans or advances to Parent or any other Restricted Subsidiary or to Guarantee Indebtedness of Parent or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) Law or by any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date date hereof identified on Schedule 7.07 and any extension, renewal, amendment, modification amendments or replacement thereof, except to the extent any such amendment, modification or replacement expands modifications thereof that do not materially expand the scope of any such restriction or conditioncondition taken as a whole; (c) 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 or modifications 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 any assets 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; (de) restrictions imposed by any amendment or refinancings that are otherwise permitted by the 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 materially expand the scope of any such restriction or condition; (f) any restriction arising under or in connection with any agreement or instrument governing Equity Interests of any joint venture (including any JV Subsidiary) that is formed or acquired after the Closing Date; (g) 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 in leases, licenses and other contracts restricting the assignment thereoftransfer or encumbrance of the specific property subject to a Permitted Lien; (ei) restrictions or conditions set forth in any agreement governing Indebtedness permitted by Section 7.01 (including any Permitted External Credit Agreement Refinancing Indebtedness); provided that such restrictions and conditions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable restrictions and conditions set forth in this Agreement as determined in the good faith judgment of the Board of Directors of Parent; (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (k) restrictions on cash or other deposits (including escrowed funds) or net worth imposed under contracts entered into in the ordinary course of business; and (ii) clause (a) of the foregoing shall not apply to (1) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed secured by Restricted Subsidiaries that are not Loan Parties to the extent specific assets if such restrictions or conditions are no more restrictive apply only to the specific assets securing such Indebtedness and (2) customary provisions in any material respect than the restrictions leases, subleases, licenses, sublicenses and conditions in the Loan Documents or, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of (x) any Restricted Subsidiary to pay dividends or other distributions to any Loan Party or (y) any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, Debt (and any documentation governing any Permitted Refinancing thereof) and (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt; provided that, in the case of clauses (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi3) and (6) 4), such restrictions and conditions are no more restrictive in any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced material respect than the restrictions and conditions in clauses (1) through (5) abovethe Loan Documents; (b) customary contractual restrictions and conditions encumbrances existing on the Effective Date and 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; (c) 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; (d) customary provisions in leases, licenses licenses, sublicenses and other contracts (including licenses and sublicenses of Intellectual Property) restricting the assignment thereof; (e) customary restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Holdings or any other Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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[reserved]; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or any Restricted Subsidiary; and; (m) customary net worth provisions contained in real property leases entered into by Subsidiariesany Restricted Subsidiary, so long as the Borrower Holdings has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower Holdings and its Restricted Subsidiaries to meet their ongoing obligations; and (n) customary restrictions set forth in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis.

Restrictive Agreements. The Parent Borrower will not, and will not permit any Restricted Subsidiary to 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 that prohibits or limits materially restricts the ability of any Loan Party Subsidiary (other than any Subsidiary that is not a Material Subsidiary): (a) to create, incur, assume pay cash dividends or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties other cash distributions with respect to any of its Capital Stock; or (b) to make or repay loans or advances to the Secured Parent Borrower or any other Subsidiary; or (c) to incur Guarantee Obligations or under that are required by the terms of the Loan DocumentsDocuments in respect of the Revolving Commitments; provided that the foregoing shall not apply toto any of the following: (ai) restrictions and conditions imposed by (1) Requirements any Requirement of Law, (2) any Loan Document, Law or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) aboveby this Agreement; (bii) customary 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 Effective Date and any extensiondate hereof, renewalincluding successive renewals, amendmentextensions, refinancings, refundings or 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 conditionreplaced shall be permitted by this clause); (ciii) 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 sale; Disposition, 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hv) restrictions on cash (or Permitted Investments) or other deposits imposed by customers under agreements entered into in the ordinary course of business business; (or other vi) customary restrictions on cash or deposits constituting Permitted Encumbrancesin 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); (ivii) restrictions set forth 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 Schedule 6.09 the date of such transaction and were not incurred in contemplation of such transaction and any extension, renewal, amendment, modification or replacement thereof, except to the extent any renewals and extensions thereof (it being understood that such amendment, modification or replacement expands renewals and extensions do not materially expand the scope of any such restriction or conditionthe restrictions); (jviii) customary provisions restrictions in agreements among the Parent Borrower and its Subsidiaries that may be waived by the Parent Borrower or any of 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; and (x) 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 joint ventures 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 6.04; (k) customary restrictions contained in leases7.2, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the restricting dispositions of property or assets subject thereto; (l) customary provisions restricting subletting to any such Lien or assignment transfers of any lease governing a leasehold interest of the Borrower property or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationsassets other than cash.

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 to, enter into any agreement, instrument, deed or lease that prohibits prohibits, restricts or limits imposes any condition upon (a) the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit in favor of the Secured Parties with respect (excluding Lender Counterparties) upon any of its Collateral or (b) the ability of any Restricted Subsidiary to the Secured Obligations make Restricted Payments to or under the make or repay loans or advances to any Loan Documents; Party, provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by (1A) Requirements of Lawlaw, (2B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the ABL 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 Miami Term Loan Exchange Notes, the Miami Additional Term Notes, the Miami Unrestricted Additional Term Notes, the Miami Credit Agreement Refinancing Indebtedness, the Miami Refinancing Notes 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 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, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxviz) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (6as determined in good faith by the Borrower); (ii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date and 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; condition (cas 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; ; (div) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereof; assignment, subletting or transfer thereof or other assets subject thereto; (ev)(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 imposed by any agreement relating on transfers of assets subject to secured Indebtedness Liens permitted by this Agreement Section 6.02 (but, with respect to any such Lien, only to the extent that such restriction applies only transfer restrictions apply solely to the property securing assets that are the subject of such Indebtedness; Lien); (fvi) 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 (but not any modification or amendment expanding the scope of any such restriction or condition); 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; ; (gviii) restrictions customary provisions in shareholders agreements, joint venture agreements, organizational or conditions in constitutive documents or similar binding agreements relating to any Indebtedness permitted pursuant to Section 6.01 that is incurred Joint Venture 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such non-wholly-owned Restricted Subsidiary and its Subsidiaries; 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; (hix) 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 Parent and its Restricted Subsidiaries of 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) any restrictions on cash or other deposits constituting Permitted Encumbrances); or net worth imposed by customers under contracts entered into in the ordinary course of business, (ixiii) restrictions set forth on Schedule 6.09 and any extension, renewal, amendment, modification or replacement thereof, except conditions imposed by agreements relating to the extent Transactions and (xiv) comprise restrictions imposed by any such amendment, modification agreement governing Indebtedness entered into on or replacement expands after the scope of any such restriction or condition; (j) customary provisions in joint venture agreements Closing Date and other similar agreements applicable to joint ventures permitted by under Section 6.04; (k) customary 6.01 if the restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long any such agreement taken as such restrictions relate only a whole (a) are not materially less favorable to the assets subject thereto; Secured Parties than the encumbrances and restrictions contained in the Loan Documents (las determined by the Borrower) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of (b) either (I) the Borrower determines at the time of entry into such agreement or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith instrument that such net worth provisions would encumbrances or restrictions will not reasonably be expected adversely affect, in any material respect, the Borrower’s ability to impair make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the ability continuance of the Borrower and its Subsidiaries a default relating to meet their ongoing obligationssuch agreement or instrument.

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 or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the First Lien Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any First Lien Loan Document, or the ABL Loan Documents, (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 documentation governing 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, (6) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx6.01(a)(xxiv) or Section 6.01(a)(vii), (xxiviii), (ix), (xv), (xxii) or (xxvixxvii) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses licenses, sublicenses and other contracts (including licenses and sublicenses of Intellectual Property) restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary; and (m) 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 could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower Parent will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease that prohibits prohibits, restricts or limits imposes any condition upon (a) the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit in favor of the Secured Parties with respect (excluding Lender Counterparties) upon any of its Collateral or (b) the ability of any Restricted Subsidiary to the Secured Obligations make Restricted Payments to or under the make or repay loans or advances to any Loan Documents; Party, provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by (1A) Requirements of Lawlaw, (2B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the ABL 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 Seattle Term Loan Exchange Notes, the Seattle Additional Term Notes, the Seattle Unrestricted Additional Term Notes, the Seattle Credit Agreement Refinancing Indebtedness, the Seattle Refinancing Notes 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 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, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxviz) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (6as determined in good faith by the Borrower); (ii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date and 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; condition (cas 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; ; (div) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereof; assignment, subletting or transfer thereof or other assets subject thereto; (ev)(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 imposed by any agreement relating on transfers of assets subject to secured Indebtedness Liens permitted by this Agreement Section 6.02 (but, with respect to any such Lien, only to the extent that such restriction applies only transfer restrictions apply solely to the property securing assets that are the subject of such Indebtedness; Lien); (fvi) 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 (but not any modification or amendment expanding the scope of any such restriction or condition); 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; ; (gviii) restrictions customary provisions in shareholders agreements, joint venture agreements, organizational or conditions in constitutive documents or similar binding agreements relating to any Indebtedness permitted pursuant to Section 6.01 that is incurred Joint Venture 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such non-wholly-owned Restricted Subsidiary and its Subsidiaries; 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; (hix) 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 Parent and its Restricted Subsidiaries of 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) any restrictions on cash or other deposits constituting Permitted Encumbrances); or net worth imposed by customers under contracts entered into in the ordinary course of business, (ixiii) restrictions set forth on Schedule 6.09 and any extension, renewal, amendment, modification or replacement thereof, except conditions imposed by agreements relating to the extent Transactions and (xiv) comprise restrictions imposed by any such amendment, modification agreement governing Indebtedness entered into on or replacement expands after the scope of any such restriction or condition; (j) customary provisions in joint venture agreements Closing Date and other similar agreements applicable to joint ventures permitted by under Section 6.04; (k) customary 6.01 if the restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long any such agreement taken as such restrictions relate only a whole (a) are not materially less favorable to the assets subject thereto; Secured Parties than the encumbrances and restrictions contained in the Loan Documents (las determined by the Borrower) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of (b) either (I) the Borrower determines at the time of entry into such agreement or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith instrument that such net worth provisions would encumbrances or restrictions will not reasonably be expected adversely affect, in any material respect, the Borrower’s ability to impair make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the ability continuance of the Borrower and its Subsidiaries a default relating to meet their ongoing obligationssuch agreement or instrument.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Credit Party or any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets, whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Parties such Credit Party or Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Secured Obligations Parent or under any other Restricted Subsidiary or to guarantee Indebtedness of the Loan DocumentsParent or any other Restricted Subsidiary; provided that the foregoing shall not apply to: : (ai) restrictions and conditions imposed by any Requirement of Law or by any Credit Document; (1ii) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date and date hereof identified on Schedule 9.14 (but shall apply to any extensionextension or renewal of, renewalor any amendment or modification, amendmentin each case, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands expanding the scope of of, any such restriction or condition; ), (ciii) customary restrictions and conditions contained in agreements relating to the sale sale, sale-leaseback or similar disposition or transfer of a Restricted Subsidiary (or any assets of a Restricted Subsidiary) pending such sale; , provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that is or are to be sold or transferred and such sale or transfer is permitted hereunder; , (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (eiv) restrictions or conditions imposed by any agreement relating to secured (A) Secured 2026 Notes, the Unsecured 2023 Notes, the Unsecured 2025 Notes or the Unsecured 2026 Notes (or in each case, any Permitted Refinancing Indebtedness in respect thereof so long as any such agreement is not more restrictive than the documents governing the Indebtedness being refinanced or if more restrictive, then no more restrictive than the encumbrances and restrictions contained in this Agreement or any agreement relating to the Secured 2026 Notes or otherwise on market terms applicable to any such Indebtedness as of the date of incurrence) and (B) agreements related to other Indebtedness permitted by this Agreement to the extent that encumbrances or restrictions imposed by such restriction applies only other Indebtedness are not more restrictive on a Credit Party or any of its applicable Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement or any agreement relating to the Secured 2026 Notes, or on market terms applicable to any such Indebtedness as of the date of incurrence; (v) assumed in connection with an acquisition of property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope Equity Interests of any Person, so long as agreement or arrangement relates solely to the Person and its Subsidiaries (including the Equity Interests of such restriction or condition); provided that such agreement Person) and/or property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Restricted Subsidiary acquisition; and the restriction (vi) customary non-assignment provisions in contracts or condition set forth in such agreement does not apply to the Borrower licenses, easements or any Restricted Subsidiary; (g) restrictions or conditions in any 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 orleases, in the case of Restricted Debt Financingeach case, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, the Secured Notes or the Unsecured Notes, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower Company will not, and nor will not it permit any Restricted Consolidated Subsidiary that is a wholly-owned Material Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary, other than an Excluded Subsidiary, to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon the ability of the Company or any Loan Party Consolidated Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets to secure, whether now owned or hereafter acquiredthe ability of any Consolidated Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary to Guarantee, for the benefit of Obligations (or the Secured Parties with respect to the Secured Obligations obligations under any credit facility that refinances or under the Loan Documentsreplaces this Agreement); provided that (a) the foregoing shall not apply to: (a) to restrictions and conditions imposed by (1) Requirements of Lawlaw, (2) any Loan Document, Document or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; Non-ABL Indebtedness, (b) customary the foregoing shall not apply to restrictions and conditions existing on the Effective Date contained in any of the instruments, indentures and other agreements identified on Schedule 5.19 or any extension, renewal, amendmentsupplement, amendment or other modification of any thereof or replacement thereofany additional such instrument, except to the extent indenture or other agreement so long as, in each case, any such amendmentprohibition, modification or replacement expands the scope of any such restriction or condition; condition contained therein is not, taken as a whole, more restrictive in any material respect than the prohibitions, restrictions and conditions contained in the instruments, indentures and other agreements identified on Schedule 5.19 as in effect on the Effective Date, (c) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; sold, (d) customary provisions in leasesthe foregoing shall not apply to exclusive licenses or exclusivity covenants permitted under the Loan Documents with respect to Intellectual Property, licenses and other contracts restricting the assignment thereof; (e) the foregoing provisions relating to Liens shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; , (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 foregoing provisions relating to Liens shall not apply to customary provisions in leases restricting the Borrower or any Restricted Subsidiary; assignment thereof and (g) restrictions or conditions in any Indebtedness permitted pursuant the foregoing shall not apply 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 6.09 and Receivables Subsidiaries pursuant to 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationsSpecified Receivables Facility.

Restrictive Agreements. The Borrower will not, and nor will not it permit any Restricted Consolidated Subsidiary that is a Domestic Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon the ability of the Borrower or any Loan Party Consolidated Subsidiary that is a Domestic Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets to secure, whether now owned or hereafter acquiredthe ability of any Consolidated Subsidiary that is a Domestic Subsidiary to Guarantee, for the benefit of Obligations (or the Secured Parties with respect to the Secured Obligations obligations under any credit facility that refinances or under the Loan Documentsreplaces this Agreement); provided that (a) the foregoing shall not apply to: (a) to restrictions and conditions imposed by (1) Requirements of Law, (2) law or any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary the foregoing shall not apply to restrictions and conditions existing on the Restatement Effective Date contained in any of the instruments, indentures and other agreements identified on Schedule 5.19 or any extension, renewal, amendmentsupplement, amendment or other modification of any thereof or replacement thereofany additional such instrument, except to the extent indenture or other agreement so long as, in each case, any such amendmentprohibition, modification or replacement expands the scope of any such restriction or condition; condition contained therein is not more restrictive in any material respect than the prohibitions, restrictions and conditions contained in the instruments, indentures and other agreements identified on Schedule 5.19 as in effect on the Restatement Effective Date, (c) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; sold, (d) customary the foregoing provisions in leases, licenses and other contracts restricting the assignment thereof; (e) relating to Liens shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent (other than secured Indebtedness permitted by clause (g) of Section 5.08) if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; Indebtedness and (fe) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 foregoing provisions relating to Liens shall not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to leases restricting the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationsthereof.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon: (a) the ability of any Loan Party Subsidiary to create, incur, assume pay dividends or suffer other distributions with respect to exist any shares of its capital stock or (b) the ability of any Subsidiary to make or repay loans or advances to the Borrower or any other Subsidiary or (c) the ability of any Subsidiary to Guarantee Indebtedness of the Borrower or any other Subsidiary or (d) the creation or assumption of any Lien upon any of their respective properties or revenuesits Property, whether now owned or hereafter acquired, or requiring the grant of any security for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documentssuch obligation if security is given for some other obligation (other than “equal and ratable” restriction typically contained in public note indentures); provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by law, rule, regulation or regulatory administrative agreement or determination (1including those imposed by HMO Regulations and Insurance Regulations) Requirements of Lawor by this Agreement, (2ii) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date date hereof identified on Schedule 7.06 and any extensionall extensions, renewal, amendment, modification or replacement renewals and replacements thereof, except to (iii) restrictions and conditions contained in agreements entered into in the extent any ordinary course of business of the Borrower and the Subsidiaries; provided that such amendmentrestrictions and conditions are not materially more restrictive as a whole than those imposed by HMO Regulations and Insurance Regulations or those identified on Schedule 7.06, modification or replacement expands the scope of any such restriction or condition; (civ) 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; , (v) any Lien permitted under Section 7.03 and (vi) with respect to limitations set forth in clauses (c) and (d) customary provisions above, negative pledge restrictions and conditions contained in leases, licenses the Bridge Loan Facility and other contracts restricting the assignment thereof; Revolving Credit Agreement (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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 are not more restrictive as a whole than those imposed by this Credit Agreement) and negative pledge restrictions and conditions contained in the Loan Documents or, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationsSecurity Agreement.

Restrictive Agreements. The No Borrower will, or will notpermit any Subsidiary to, directly or indirectly (a) enter into or assume any agreement (other than the Financing Documents, the Affiliated Financing Documents, and will not permit any Restricted Subsidiary to enter into any agreement, instrument, deed agreements for purchase money debt permitted under clause (c) of the definition of Permitted Debt) prohibiting the creation or lease that prohibits or limits the ability assumption of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenuesassets, whether now owned or hereafter acquired, for or (b) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the benefit Financing Documents and the Affiliated Financing Documents) on the ability of the Secured Parties with respect any Subsidiary to: (i) pay or make Distributions to the Secured Obligations any Borrower; (ii) pay any Debt owed to any Borrower; (iii) make loans or under the Loan Documentsadvances to any Borrower; provided that the foregoing shall not apply to: or (aiv) restrictions and conditions imposed by transfer any of its property or assets to any Borrower, other than (1) Requirements of Lawthe Financing Documents, (2) any Loan Document, an encumbrance or restriction consisting of customary non-assignment provisions in leases or licenses entered into in the ABL Loan DocumentsOrdinary Course of Business, (3) any documentation governing Incremental Equivalent Debtcustomary provisions in joint venture agreement and other similar agreements that restrict the transfer of ownership interests in such joint ventures or provisions limiting the disposition or distribution of assets or property (other than dividends on a pro rata basis based on ownership percentage) of the applicable joint venture, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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 which limitation is applicable only to the Subsidiary or assets that is or are to be sold and the subject of such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition)agreements; provided that such agreement was not entered into in contemplation contravention of such Person becoming a Restricted Subsidiary and the restriction or condition terms of the Financing Documents, (4) limitations set forth in such agreement does not apply Subordinated Debt (if acceptable to Agent in its sole discretion) and (5) limitations set forth in the Borrower or any Restricted Subsidiary; (g) restrictions or conditions 2018 Convertible Notes and/or 2022 Convertible Notes on the Closing Date and in any 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 orother Convertible Notes Debt (if, in the case of Restricted Debt Financingother Convertible Notes Debt, such limitations are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into permitted in the ordinary course definition of business (“Permitted Refinancing Debt” or other restrictions on cash or deposits constituting Permitted Encumbrancesare otherwise acceptable to Agent in its sole discretion); (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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits imposes any condition upon (a) its ability or limits the ability of any Loan Party of its Restricted Subsidiaries to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect assets to secure the Secured Obligations or under (b) the Loan Documentsability of any of its Restricted Subsidiaries to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to the Borrower or any other of its Restricted Subsidiaries or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) law or by any Loan Document, or (ii) restrictions and conditions imposed on the ABL Loan Documents, Parties (3pro forma for the Transactions) any documentation governing Incremental Equivalent Debt, existing on the Closing Date (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred and the Acquisition Effective Date to the extent Schedule 6.09 is updated pursuant to Section 6.01(a)(xx), (xxi) or (xxvi1.07 hereof) and identified on Schedule 6.09 (6) but shall apply to any documentation governing extension or renewal of, or any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement expands expanding the scope of of, any such restriction or condition; ), (ciii) in the case of clause (b), 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; , (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (fiv) any restrictions or conditions set forth restriction in any agreement of any Person in effect at any the time any such Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any so long as such restriction or condition); provided that such agreement was is not entered into in contemplation of such Person becoming a Restricted Subsidiary Subsidiary, (v) customary restrictions contained in the documentation governing any Indebtedness incurred pursuant to Sections 6.01(a), (b), (e), (h), (i), (j)(x), (n) or (o) and the restriction or condition set forth in Liens securing such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any 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 permitted under Section 6.02; provided that, other than the restrictions and conditions in the Loan Documents or, in the case of Restricted Debt Financing, are market terms at the time of issuance Sections 6.01(e) and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) ), such restrictions set forth on Schedule 6.09 shall be no more restrictive, taken as a whole, than the restrictions contained herein 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; (jvi) customary provisions in joint venture agreements and other similar agreements applicable to any joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases venture entered into by Subsidiaries, so long as in the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability ordinary course of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. (a) The Borrower will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Second Priority Refinancing Debt or Permitted Second First Priority Refinancing Debt, (54) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi6.01(a)(xxiii) and (65) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (54) above, in each case, so long as such restrictions are not more restrictive in any material respect than the corresponding restrictions set forth in this Agreement and such restrictions, in any event, permit the Collateral Agent’s Liens on the Collateral; (bii) customary restrictions and conditions existing on the Effective Closing Date and set forth as Schedule 6.09(a) 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; (ciii) 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; (div) customary provisions in leases, licenses subleases, licenses, sublicenses and other contracts restricting the assignment thereof; (ev) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement (other than any secured Indebtedness referred to in clause (a) above) to the extent such restriction applies only to the property securing such Indebtedness; (fvi) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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; (gvii) restrictions or conditions in any 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, in the case of Restricted Debt Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hviii) customary restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (ix) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; and (x) customary net worth provisions contained in real property leases entered into by Restricted 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 to meet their ongoing obligations. (b) The Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist any encumbrance or restriction which prohibits or otherwise restricts the ability of any Restricted Subsidiary to (A) make Restricted Payments or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (B) make loans or advances to the Borrower or any of its Restricted Subsidiaries, (C) transfer any of its properties or assets to the Borrower or any Subsidiary Loan Party or (D) other than any Excluded Subsidiary, act as a Guarantor and pledge its assets pursuant to the Loan Documents, except in each case for prohibitions or restrictions existing under or by reason of: (i) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document or (3) so long as such restrictions are not more restrictive in any material respect on the Borrower or any of its Restricted Subsidiaries than those set forth in this Agreement, (I) any documentation governing Permitted Unsecured Refinancing Debt, Permitted Second Priority Refinancing Debt or Permitted First Priority Refinancing Debt, (II) any documentation governing Permitted Ratio Debt and (III) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in this clause (3); (ii) restrictions deemed to exist by virtue of fiduciary duties, or civil, criminal, or personal liability imposed under applicable Law on officers and directors of Foreign Subsidiaries of the Borrower; (iii) restrictions and conditions existing on the Closing Date and set forth as Schedule 6.09 6.09(b) 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; (jiv) (x) restrictions in connection with Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary that is not a Loan Party, and (y) other restrictions in connection with Indebtedness permitted to be incurred hereunder, so long as, in each case, such restrictions, when taken as a whole, would not materially impair the ability of the Borrower to meet its payment obligations under the Loan Documents; (v) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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; and (vi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiaries to enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (x) the ability of the Borrower or any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned assets to secure the Finance Obligations or hereafter acquired, for (y) the benefit ability of the Secured Parties any Restricted Subsidiary to pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay loans or advances to the Secured Obligations Borrower or under any other Restricted Subsidiary or to Guarantee the Loan DocumentsFinance Obligations; provided that (i) the foregoing shall not apply to: (a) customary restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan DocumentDocument or by any instrument governing Indebtedness permitted hereunder, or including, without limitation, the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) Credit Agreement and (6) any documentation governing any Permitted Refinancing incurred to refinance Indebtedness in respect thereof or any such Loan Document (or similar term) (as defined in the ABL Credit Agreement and Permitted Refinancing Indebtedness referenced in clauses (1) through (5) aboverespect thereof); (b) customary restrictions and conditions existing on the Effective Closing Date and identified on Schedule 7.07 and any extensionamendments, renewalmodifications, amendmentextensions, modification renewals or replacement thereof, except to the extent any such amendment, modification or replacement expands refinancing thereof that do not materially expand the scope of any such restriction or conditioncondition taken as a whole; (c) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness amendment or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (a), (b) or (c) of this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition)Section 7.07; provided that such agreement was amendments or refinancings do 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 materially expand the scope of any such restriction or condition; (jf) customary provisions restrictions arising under or in connection with any agreement or instrument governing Equity Interests of any joint venture agreements that is formed or acquired after the Closing Date and other similar agreements applicable only to such joint ventures venture; (g) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 6.047.03 pending the consummation of such Disposition; (k) 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; (lh) customary provisions restricting subletting the transfer or assignment encumbrance of the specific property subject to a Permitted Lien; (i) restrictions or conditions set forth in any lease agreement governing Indebtedness permitted by Section 7.01; provided that with respect to any Material Indebtedness (I) such restrictions and conditions are customary for such 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 leasehold interest whole, than the comparable restrictions and conditions (if any) set forth in 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 Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in its reasonable and good faith judgment determines at the time such Indebtedness is incurred that any such net worth provisions would encumbrance or restriction will not reasonably be expected to impair affect the ability of the Borrower and its Subsidiaries Loan Parties to meet their ongoing obligations.service the Loans or any other Finance Obligation;

Restrictive Agreements. (a) The Borrower will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing . (b) The restrictions contained in Section 6.06(a) hereof shall not apply to: (i) contractual encumbrances, restrictions, prohibitions and 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) 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 part of (X) the purchase, lease, construction, installation or improvement of any 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, or any agreement, instrument, deed or lease that is assumed in connection with the acquisition of assets from a Person (but, in any such case, not created in contemplation thereof), where the applicable encumbrance, restriction, prohibition or limitation set forth in such agreement, instrument, deed or lease is not applicable to any Person, or the 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) restrictions encumbrances, restrictions, prohibitions and conditions 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 Indebtedness, (b) restrictions on transfers of assets subject to Permitted Liens (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) Requirements of Lawother 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) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx6.01(a) and/or Sections 6.01(b)(xi), (xxixvi), (xxiv) or and (xxvi) and (63) any documentation governing any Permitted Refinancing Indebtedness incurred to refinance any such Indebtedness referenced in the foregoing clauses (1) through and (5) above2); (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hviii) restrictions on cash (or Permitted InvestmentsCash 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 Receivables Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Receivables Facility; (xiii) restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted EncumbrancesLiens); (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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (lxiv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of direct or indirect parent companies of the Borrower, the Borrower or any Restricted Subsidiary; and; (mxv) 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 could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations; (xvi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided 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; (xvii) encumbrances, restrictions, prohibitions and limitations arising pursuant to an agreement, instrument, deed or lease (which, if it relates to any Indebtedness, shall only be permitted if such Indebtedness is permitted to be incurred pursuant to Section 6.01) if the applicable encumbrances, restrictions, prohibitions and limitations contained in any such agreement, instrument, deed or lease, taken as a whole (i) are not materially less favorable to the Borrower and its Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement, together with the security documents associated therewith as in effect on the Effective Date (as determined by the Borrower) or (ii) either (A) the Borrower determines at the time of entry into such agreement, instrument, deed or lease that such encumbrances, restrictions, prohibitions and limitations shall not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments on the Loans or (B) 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 (a) Enter into any agreementIndebtedness which contains any negative pledge on assets or any covenants more restrictive than the provisions of Articles IX, instrumentX and XI hereof, deed or lease that prohibits which restricts, limits or limits the otherwise encumbers its ability of any Loan Party to create, incur, assume incur Liens on or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to any of its assets or properties other than the Secured Obligations assets or under the Loan Documentsproperties securing such Indebtedness; provided that the foregoing shall not apply to: to those limitations in the 2026 Notes Indenture (aor any modification, refinancing, refunding, renewal or extension of any Indebtedness in connection with the 2026 Senior Notes issued thereunder (but not increasing the aggregate principal amount thereof)) restrictions and conditions imposed by (1) Requirements of Law, (2) or in any Loan Document, indenture or the ABL Loan Documents, (3) similar agreement governing any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred issued pursuant to Section 6.01(a)(xx)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, (xxi) as of the date of execution thereof, Liens to secure the Commitments and Loans as well as the unused amount available for Incremental Term Loans or (xxviincreases in the Revolving Credit Commitment pursuant to Sections 2.7(c)(v) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above;2.8(c)(v). (b) customary restrictions and conditions existing on Enter into or permit to exist any agreement or instrument which impairs, restricts, limits or otherwise encumbers (by covenant or otherwise) the Effective Date and ability of any extension, renewal, amendment, modification or replacement thereof, except Subsidiary of the Parent Borrower to make any payment to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Parent Borrower or any Restricted Subsidiary; of its Subsidiaries (gin the form of dividends, intercompany advances or otherwise) restrictions for the purpose of enabling the Parent Borrower to pay the Obligations except for (i) such impairments, restrictions, limitations or conditions in any encumbrances existing under the Loan Documents and (ii) such impairments, restrictions, limitations or encumbrances existing under the Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties 11.1(d) with respect to the extent asset which is the subject of such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationsIndebtedness.

Restrictive Agreements. The Each Borrower will not, and will not permit any of its Restricted Subsidiary Subsidiaries to enter into into, incur or permit to exist any agreementagreement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (x) the ability of any Loan Party Borrower or any Restricted Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned assets to secure the Finance Obligations or hereafter acquired, for (y) the benefit ability of the Secured Parties any Restricted Subsidiary to pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay loans or advances to any Borrower or any other Restricted Subsidiary or to Guarantee the Secured Obligations or under the Loan DocumentsFinance Obligations; provided that (i) the foregoing shall not apply to: (a) customary restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, Document or the ABL Loan Documents, (3) by any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation instrument governing Indebtedness incurred pursuant to Section 6.01(a)(xx)permitted hereunder, (xxi) or (xxvi) including, without limitation, the Term Credit Agreement and (6) any documentation governing any Permitted Refinancing incurred to refinance Indebtedness in respect thereof or any such Loan Document (or similar term) (as defined in the Term Credit Agreement and Permitted Refinancing Indebtedness referenced in clauses (1) through (5) aboverespect thereof); (b) customary restrictions and conditions existing on the Effective Closing Date and identified on Schedule 7.07 and any extensionamendments, renewalmodifications, amendmentextensions, modification renewals or replacement thereof, except to the extent any such amendment, modification or replacement expands refinancing thereof that do not materially expand the scope of any such restriction or conditioncondition taken as a whole; (c) 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; (de) restrictions imposed by any amendment or refinancings that are otherwise permitted by the 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 materially expand the scope of any such restriction or condition; (f) customary restrictions arising under or in connection with any agreement 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; (g) 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 in leases, licenses and other contracts restricting the assignment thereoftransfer or encumbrance of the specific property subject to a Permitted Lien; (ei) restrictions or conditions set forth in any agreement governing Indebtedness permitted by Section 7.01; provided that with respect to any Material Indebtedness (I) such restrictions and conditions are customary for such 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 whole, than the comparable restrictions and 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 Indebtedness is incurred that any such encumbrance or restriction will not affect the ability of the Loan Parties to service the Loans or any other Finance Obligation; (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (k) 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 relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed secured by Restricted Subsidiaries that are not Loan Parties to the extent specific assets if such restrictions or conditions are no more restrictive apply only to the specific assets securing such Indebtedness and (2) customary provisions in any material respect than the restrictions leases, subleases, licenses, sublicenses and conditions in the Loan Documents or, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. The Parent Borrower will not, and will not permit any Restricted Subsidiary to 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 that prohibits or limits materially restricts the ability of any Loan Party Subsidiary (other than any Subsidiary that is not a Material Subsidiary): (a) to create, incur, assume pay cash dividends or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties other cash distributions with respect to any of its Capital Stock; or (b) to make or repay loans or advances to the Secured Parent Borrower or any other Subsidiary; or (c) to incur Guarantee Obligations or under that are required by the terms of the Loan DocumentsDocuments in respect of the Revolving Commitments; provided that the foregoing shall not apply toto any of the following: (ai) restrictions and conditions imposed by (1) Requirements any Requirement of Law, (2) any Loan Document, Law or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) aboveby this Agreement; (bii) customary 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 Effective Date and any extensiondate hereof, renewalincluding successive renewals, amendmentextensions, refinancings, refundings or 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 conditionreplaced shall be permitted by this clause); (ciii) 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 sale; Disposition, 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hv) restrictions on cash (or Permitted Investments) or other deposits imposed by customers under agreements entered into in the ordinary course of business business; (vi) customary restrictions in connection with securitizations of accounts receivable or other restrictions on 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 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 deposits constituting Permitted Encumbrancesany of its Subsidiaries from sales of outstanding accounts receivable giving rise to any such restrictions); (ivii) restrictions set forth 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 Schedule 6.09 the date of such transaction and were not incurred in contemplation of such transaction and any extension, renewal, amendment, modification or replacement thereof, except to the extent any renewals and extensions thereof (it being understood that such amendment, modification or replacement expands renewals and extensions do not materially expand the scope of any such restriction or conditionthe restrictions); (jviii) customary provisions restrictions in agreements among the Parent Borrower and its Subsidiaries that may be waived by the Parent Borrower or any of 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 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 joint ventures permitted by Section 6.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses the property or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiaryother Person; and (mxi) restrictions arising under any agreement or arrangement in connection with the Subsidiary Credit Facility which, in each case, in the good faith judgment of the Parent Borrower, (x) are at least as favorable as customary net worth provisions market terms for similar credit facilities taken as a whole on the date of issuance thereof for issuers with a similar credit rating or (y) will not affect the Borrowers’ ability to make principal and interest payments on the Loans. Nothing contained in real property leases entered into by Subsidiaries, so long as this Section 7.5 shall prevent the Parent Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability or any of the Borrower and its Subsidiaries from creating, incurring, assuming or suffering to meet their ongoing obligationsexist 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 (other than cash or Cash Equivalents collateralized in connection with the Subsidiary Credit Facility).

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, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of any such Loan Party or any of the Subsidiaries to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of assets to secure the Secured Parties Obligations (and any refinancing, refunding, extension, renewal or replacement thereof), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to the Secured Obligations any shares of its Equity Interests or under the Loan Documentsto make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) Law or by any Loan Document, or the ABL Loan Documents, ; (3ii) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions imposed on the Loan Parties existing on the 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 expands expanding the scope of of, any such restriction or condition; ); (ciii) 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; (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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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; (jv) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; or Equity Interests therein entered into in the ordinary course of business; (kvi) customary restrictions provisions contained in leases, subleases, licenseslicenses or sublicenses of intellectual property and other similar agreements entered into in the ordinary course of business that do not materially interfere with the business of the Company and its Subsidiaries; and (vii) any agreement in effect at the time such Person becomes a Subsidiary of the Company, sublicenses or asset sale agreements otherwise permitted hereby so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Company (provided that such restrictions relate and conditions apply only to such Subsidiary and its assets, and not any Loan Party or other Subsidiary or the assets of any Loan Party or 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 property or assets subject thereto; securing such Indebtedness and (lB) customary provisions restricting subletting or assignment of in any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases agreement entered into by Subsidiaries, so long as in the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair ordinary course of business restricting the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassignment thereof.

Restrictive Agreements. The Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower will not, and will not permit or any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned assets to secure the Obligations; (b) the ability of any Restricted Subsidiary to pay dividends or hereafter acquired, for the benefit of the Secured Parties other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Secured Obligations Borrower or under any other Restricted Subsidiary or to guarantee Indebtedness of the Loan DocumentsBorrower or any other Restricted Subsidiary; or (c) the ability of any Restricted Subsidiary to sell, lease or transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries; provided that the foregoing shall not apply to: (ai) restrictions and conditions imposed by (1) Requirements of Lawlaw, (2) by any Loan Document, by any HCM 2021 Notes Documentation or the ABL Loan Documents, (3) by any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Indebtedness, any Permitted First Priority Incremental Equivalent Debt, any Permitted Junior Priority Incremental Equivalent Debt, any Permitted Unsecured Incremental Equivalent Debt, any Indebtedness, Disqualified Stock or Preferred Stock incurred in reliance on Section 6.01(a) or sub-clause (5x) any documentation governing Indebtedness incurred pursuant of the lead-in to Section 6.01(a)(xx), (xxi6.01(b)(xiii) or any Refinancing Indebtedness in respect of any of the foregoing Indebtedness, or which (xxvix) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing exist on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except (y) to the extent contractual obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such amendmentIndebtedness so long as such renewal, modification extension or replacement expands refinancing does not materially expand the scope of any such restriction or conditioncontractual obligation; (cii) customary restrictions and conditions contained in agreements relating to the any sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary Person or assets property that is or are to be sold and such sale is permitted hereundersold; (diii) customary provisions restrictions and conditions (x) on any Foreign Subsidiary by the terms of any Indebtedness, Disqualified Stock or Preferred Stock of such Foreign Subsidiary permitted to be incurred hereunder or (y) by the terms of the documentation governing any Receivables Facility that in leases, licenses and other contracts restricting the assignment thereofgood faith determination of the Borrower are necessary or advisable to effect such Receivables Facility; (eiv) restrictions or conditions imposed by any agreement relating to secured Secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the Person obligated under such Indebtedness and its subsidiaries or the property securing or assets intended to secure such Indebtedness; (fv) any restrictions or conditions set forth in any agreement in effect contractual obligations binding on a Restricted Subsidiary at any the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition); provided that such agreement was contractual obligations were not entered into solely 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 Restricted Subsidiary; (gvi) restrictions or conditions in any 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 imposed by the Loan Documents orterms of the documentation governing any Indebtedness, in the case Disqualified Stock or Preferred Stock of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such a Restricted Subsidiary and its Subsidiariesof the Borrower that is not a Loan Party, which Indebtedness, Disqualified Stock or Preferred Stock is permitted by Section 6.01; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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; (jvii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 6.046.03 or as Permitted Investments and applicable solely to such joint venture entered into in the ordinary course of business; (kviii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis; (ix) restrictions on cash, other deposits or net worth imposed by customers or governmental or regulatory bodies under contracts entered into in the ordinary course of business; (x) Secured Indebtedness otherwise permitted to be incurred under Sections 6.01 and 6.02 that limits the right of the obligor to dispose of the assets securing such Indebtedness; (xi) any encumbrances or restrictions of the type referred to in clauses (a) and (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive 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; and (xii) customary restrictions contained provisions in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to and other contracts restricting the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained thereof, in real property leases each case entered into by Subsidiaries, so long as in the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability ordinary course of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.

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, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of Holdings, the Borrower or any other Subsidiary Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect assets to secure the Secured Obligations or under (b) the ability of any Restricted Subsidiary that is not a Loan DocumentsParty to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any Restricted Subsidiary or to Guarantee Indebtedness of any Restricted Subsidiary; provided that the foregoing clauses (a) and (b) shall not apply to: to any such restrictions that (ai)(x) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or exist on the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) date hereof and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent not otherwise permitted by this Section 6.08) are listed on Schedule 6.08 and (y) any renewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such amendment, modification restriction so long as such renewal or replacement expands extension does not expand the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of restrictions, taken as 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; (d) customary provisions in leaseswhole, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect material respect, (ii)(x) are binding on a Restricted Subsidiary at any the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition); provided that 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 to expand the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent scope of such restrictions or conditions are no more restrictive restrictions, taken as a whole, in any material respect than respect, (iii) represent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01; provided that such restrictions will not materially affect the restrictions and conditions in Borrower’s ability to pay the Loan Documents orDocumentation Obligations as they become due, (iv) are customary restrictions that arise in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed connection with any Disposition permitted by Section 6.05 applicable pending such Disposition solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 assets subject to such amendmentDisposition, modification or replacement expands the scope of any such restriction or condition; (jv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 6.04; , (kvi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by or securing such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are imposed by Requirements of Law, (viii) are customary restrictions contained in leases, subleases, licenses, sublicenses licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; , (lix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any Restricted Subsidiary; and , (mxi) are customary provisions restricting assignment of any license, lease or other agreement entered into in the ordinary course of business and otherwise permitted hereunder, (xii) are restrictions on cash (or Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments or deposits) or (xiii) are customary net worth provisions contained in real property leases or licenses of intellectual property entered into by Subsidiariesthe Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Borrower Loan Parties and its Subsidiaries their subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiary Subsidiaries to enter into into, incur or permit to exist any agreementconsensual agreement or other consensual arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its Property, or revenues, whether now owned (b) the ability of any Restricted Subsidiary to pay dividends or hereafter acquired, for the benefit of the Secured Parties other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Secured Obligations Borrower or under any other Subsidiary or to Guarantee Indebtedness of the Loan DocumentsBorrower or any other Restricted Subsidiary or to transfer property to the Borrower or any of its Restricted Subsidiaries; provided that the foregoing shall not apply to: (ai) conditions or restrictions and conditions imposed by (1) Requirements of Lawlaw, (2) any Loan Documentrule, regulation or order, the ABL Loan Documents, (3) or by any documentation governing Incremental Equivalent Debtindentures, (4) any documentation governing Permitted Unsecured Refinancing Debtagreements, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debtnotes, (5) any documentation instruments and other documents governing Indebtedness permitted to be incurred under this Agreement so long as the conditions and restrictions imposed pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced are no more restrictive, taken as a whole, than those conditions or restrictions contained in clauses (1) through (5) abovethe Loan Documents; (bii) customary clause (a) shall not apply to assets encumbered by Permitted Liens as long as such restriction applies only to the asset encumbered by such Permitted Lien; (iii) restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by not otherwise excepted from this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary Section 6.09 identified on Schedule 6.09 (but shall not apply to any amendment or modification or amendment expanding the scope of any such restriction or condition); (iv) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; 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 Restricted Subsidiary; (gv) restrictions or conditions in any 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 customary restrictions and conditions contained in agreements relating to the Loan Documents or, in the case sale of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such a Restricted Subsidiary (or the assets of a Restricted Subsidiary or the Borrower) pending such sale, provided such restrictions and its Subsidiariesconditions apply only to the Restricted Subsidiary that is to be sold (or assets to be sold) and such sale is permitted (or is required to be permitted) hereunder; (hvi) restrictions on cash clause (or Permitted Investmentsa) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 shall not apply 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to and service contracts in the assets subject thereto; (l) customary provisions restricting subletting or assignment ordinary course of any lease governing a leasehold interest business of the Borrower and its Restricted Subsidiaries between the Borrower or any Restricted Subsidiary and its customers and other contracts 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) any agreement with respect to Indebtedness of a Non-U.S. Restricted Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to the properties and revenues of such Subsidiary or any Subsidiary of such Non-U.S. Restricted Subsidiary; (ix) any agreement with respect to Indebtedness permitted under Section 6.01(xi), but only if such restrictions were not created in contemplation of such Permitted Acquisition and the restrictions only apply to the Person or assets being acquired; (x) covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business; (xi) any such encumbrance or restriction consisting of customary provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (mxii) customary net worth provisions contained any amendment, restatement, renewal, extension, refinancing or replacement of any of the foregoing; provided that such amendments, restatements, renewals, extensions, refinancings or replacements are, 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 judgment of the Borrower Borrower, no more materially restrictive with respect to such encumbrances and its Subsidiaries restrictions than those prior to meet their ongoing obligationssuch amendment, restatement, renewal, extension, replacement or refinancing.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of the Borrower or any Loan Party Restricted Subsidiary to create, incur, assume incur or suffer to exist permit any Lien upon any of their respective properties its assets or revenuesproperties, whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Parties any Restricted Subsidiary to pay dividends or other distributions with respect to its Capital Stock or to make or repay loans or advances to the Secured Obligations Borrower or under any other Restricted Subsidiary, (c) the Loan Documents; provided that ability of any Restricted Subsidiary to transfer any of its property or assets to the foregoing shall not apply toBorrower or any other Restricted Subsidiary or (d) the ability of the Borrower or any Restricted Subsidiary to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary, except: (ai) prohibitions, restrictions and conditions imposed by (1) Requirements of Law, (2) Law or by this Agreement or any other Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (bii) customary restrictions and conditions existing on the Effective Date and any extensionprohibitions, 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; (c) restrictions and conditions contained in agreements relating to the sale Disposition of assets or of a Restricted Subsidiary or any assets pending such sale; provided that Disposition, 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; (diii) customary provisions prohibitions, restrictions and conditions contained in leasesagreements that exist as of the Closing Date and are listed on Schedule 7.8, licenses and other contracts restricting in the assignment thereof; (e) restrictions imposed by any case of an agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such evidencing Indebtedness; (f) any restrictions or conditions , are 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 Subsidiary (but not any modification or amendment expanding other than by designation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the scope of any terms hereof), so long as the agreements containing such restriction or condition); provided that 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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; (jv) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 6.047.4 and applicable solely to, in the case of the foregoing clause (a), the assets and Capital Stock of such joint venture, and in the case of the foregoing clauses (b) through (d), such joint venture; (kvi) in the case of the preceding clause (a), restrictions arising in connection with cash or other deposits permitted under Sections 7.2 or 7.4 and limited to such cash or deposit; (vii) negative pledges and other prohibitions, restrictions and conditions imposed by 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 contained in leases, subleases, licenses, sublicenses licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (lix) customary in the case of the preceding clause (c), provisions restricting subletting or assignment of any lease governing a leasehold interest agreement entered into in the ordinary course of the Borrower or any Restricted Subsidiarybusiness; and (mx) customary net worth provisions contained in real property leases entered into the case of the preceding clauses (a) and (c), any restrictions regarding licenses or sublicenses 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 of IP Rights in the ordinary course of business (in which case such restriction shall relate only to meet their ongoing obligationssuch IP Rights).

Restrictive Agreements. The Parent Borrower will shall not, and will shall not permit any Restricted Subsidiary to to, enter into with any agreement, instrument, deed or lease Person any agreement that prohibits or limits restricts the ability of the Parent Borrower or any Loan Party of its Restricted Subsidiaries (other than any Foreign Subsidiaries or any Excluded Subsidiaries) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of their respective properties its property, assets or revenuesrevenues constituting Term Priority Collateral as and to the extent contemplated by this Agreement and the other Loan Documents, whether now owned or hereafter acquired, other than: (a) this Agreement, the other Loan Documents and any related documents, the Senior ABL Facility Agreement, the other Senior ABL Facility Documents and any related documents, any Additional Credit Facility, any other Additional Documents and any related documents, the Intercreditor Agreement, any Term Collateral Intercreditor Agreement, any Credit Facility, the Indentures and the Senior Notes, and any agreement in effect or entered into on the Closing Date; (b) any agreement of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement is assumed by the Parent Borrower or any Restricted Subsidiary in connection with an acquisition from or other transaction with such Person, as in effect at the time of such acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation or transaction); provided that for purposes of this clause (b), if a Person other than the Parent Borrower is the Successor Company with respect thereto, any Subsidiary thereof or agreement of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (c) any agreement (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any agreement referred to in clause (a) or (b) above or this clause (c) (an “Initial Agreement”), or that is, or is contained in, any amendment, supplement or other modification to any Initial Agreement or Refinancing Agreement (an “Amendment”); provided, however, that the restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Lenders than restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Parent Borrower); (d) any agreement relating to intercreditor arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time, and any agreement providing that in the event that a Lien is granted for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing Lenders another Person shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Lawalso receive a Lien, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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 which Lien is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereofby Section 8.2; (e) restrictions imposed by any agreement governing or relating to secured (x) Indebtedness permitted of or a Franchise Financing Disposition by this Agreement or to the extent such or in favor of any Franchisee or Franchise Special Purpose Entity or to any Franchise Lease Obligation or (y) Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity (in which case, any restriction applies shall only to the property be effective against property, assets and revenues financed or refinanced thereby, subject or relating thereto, or securing such Indebtedness, and/or any property, assets and revenues not constituting Term Priority Collateral, except as may be otherwise permitted under this Section 8.8); (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 relating to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to Incurred after the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures Closing Date as permitted by Section 6.04; (k) customary 8.1, or otherwise entered into after the Closing Date, if the restrictions contained in leasesthereunder taken as a whole are consistent with prevailing market practice for similar Indebtedness or other agreements, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only are not materially less favorable to the assets subject thereto; (l) customary provisions restricting subletting Lenders than those under the Initial Agreements, or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 do not reasonably be expected to materially impair the ability of the Borrower Loan Parties to create and its Subsidiaries maintain the Liens on the Term Priority Collateral securing the Obligations pursuant to meet their ongoing obligations.the Security Documents as and to the extent contemplated thereby and by Section 7.9, in each case as determined in good faith by the Parent Borrower;

Restrictive Agreements. The None of Holdings, the Borrower will notor any other Subsidiary will, and will not directly or indirectly, enter into, incur or permit to exist any Restricted Subsidiary to enter into agreement or other arrangement that restricts or imposes any agreement, instrument, deed or lease that prohibits or limits condition upon (a) the ability of Holdings, the Borrower or any Loan Party other Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its assets to secure any Obligations or revenues, whether now owned (b) the ability of any Subsidiary to pay dividends or hereafter acquired, for the benefit of the Secured Parties other distributions with respect to its Equity Interests or to make or repay loans or advances to Holdings, the Secured Obligations Borrower or under any other Subsidiary or to Guarantee Indebtedness of Holdings, the Loan DocumentsBorrower or any other Subsidiary; provided that (i) the foregoing shall not apply to: to (aA) restrictions and conditions imposed by (1) Requirements of Law, (2) Law or by any Loan Document, or the ABL Loan Documents, (3B) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the First Refinancing Facility Agreement Effective Date and any extension, renewal, amendment, modification or replacement thereof, except identified on Schedule 6.10 to the extent any Disclosure Letter and, if such amendmentagreement or other arrangement is renewed, modification extended or replacement expands the scope of any such restriction or condition; (c) 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 relating to or arrangements governing the sale arrangement being renewed, extended or refinanced, and (C) in the case of any joint venture or Subsidiary that is not a Subsidiary wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any assets pending such sale; related joint venture or similar agreement, provided that such restrictions and conditions apply only to such joint venture or Subsidiary and to any Equity Interests in such joint venture or Subsidiary, (ii) clause (a) of the Subsidiary or assets that is or are foregoing shall not apply to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (eA) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent clause (v) of Section 6.01(a) if such restriction applies restrictions or conditions apply only to the property assets securing such Indebtedness; Indebtedness or (fB) any customary provisions in leases, licensing agreements and other agreements restricting the assignment thereof, (iii) clause (b) of the foregoing shall not apply to (A) customary restrictions or and conditions set forth contained in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding agreements relating to the scope Disposition of any asset, or all or substantially all of the Equity Interests or assets of any Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such restriction or condition); sale, provided that such agreement was not entered into restrictions and conditions apply only to such asset, or such assets or Equity Interests of the Subsidiary, or the business unit, division, product line or line of business, that is to be Disposed of and such Disposition is permitted hereunder, (B) restrictions and conditions imposed by agreements relating to Indebtedness of any Subsidiary in contemplation of existence at the time such Person becoming Subsidiary became a Restricted Subsidiary and the restriction otherwise permitted by clause (vi) of Section 6.01(a), and, if such Indebtedness is renewed, extended or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) refinanced, restrictions or and conditions in any the agreements governing the renewed, extended or refinancing Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent if such restrictions or and conditions are no more restrictive than those contained in any material respect than 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 Loan Documents oragreements governing the renewed, extended or refinancing Indebtedness if such restrictions and conditions are no more restrictive than those contained in the case of Restricted Debt Financingagreements governing the Indebtedness being renewed, are market terms at extended or refinanced, provided that such restrictions and conditions apply only to Foreign Subsidiaries, (iv) the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) foregoing shall not apply to any negative pledges or restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into Liens in the ordinary course favor of business (or other 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 holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by or the subject of such amendmentIndebtedness, modification or replacement expands (v) the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable foregoing shall not apply to joint ventures permitted by Section 6.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements licenses otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; , (lvi) the foregoing shall not apply to customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any Restricted Subsidiary; and Subsidiary and (mvii) customary net worth provisions the foregoing shall not apply to restrictions imposed by any agreement governing Indebtedness entered into after the Original Effective Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to Holdings, the Borrower or any Subsidiary than those contained in real property leases entered into by Subsidiariesthis Agreement, so long as (A) the Borrower has shall have determined in good faith that such net worth provisions would restrictions will not reasonably be expected to impair affect (x) the ability of any Subsidiary (other than the Borrower Borrower) to pay dividends or make other distributions with respect to its Equity Interests, (y) its or any other Subsidiary’s obligation or ability to make any payments required hereunder or (z) its or any other Subsidiary’s ability to Guarantee the Obligations (to the extent required by the Loan Documents), and its Subsidiaries (B) the Liens securing the Obligations are permitted thereby. Nothing in this paragraph shall be deemed to meet their ongoing obligationsmodify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Loan Parties under Sections 5.03, 5.04 or 5.12 or under the Security Documents.

Restrictive Agreements. (a) The Borrower will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease agreement which imposes a limitation on the incurrence by the Borrower and the Subsidiaries of Liens that prohibits or limits the ability of (i) would restrict any Loan Party to create, incur, assume or suffer to exist any Lien upon Subsidiary from granting Liens on any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect its assets (including assets in addition to the Secured then-existing Senior Collateral and, prior to the Borrowing Base Date, the then-existing Interim Collateral, to secure the Senior Obligations, the Second Priority Obligations and, prior to the Borrowing Base Date, the Interim Obligations) or under (ii) is more restrictive, taken as a whole, than the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Lawlimitation on Liens set forth in this Agreement except, in each case, (2A)(u) any Loan Document, or the ABL Senior Loan Documents, (3w) any documentation governing Incremental Equivalent Debtagreements with respect to Indebtedness secured by Liens permitted by Section 6.02(a) restricting the ability to transfer or grant Liens on the assets securing such Indebtedness, (4x) agreements with respect to Second Priority Debt (1) containing provisions described in clauses (i) 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 (provided that in the case of any documentation governing Permitted Unsecured Refinancing Debtsuch assets subject to a Senior Lien, Permitted First such Indebtedness will be required to be secured only with a Second Priority Refinancing Lien); provided, however, that the 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 Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred Investments pledged pursuant to Section 6.01(a)(xx)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 letters of credit issued thereunder, (xxiy) agreements with respect to unsecured Indebtedness governed by indentures or (xxvi) 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 (6z) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses the New Notes and/or the Bridge Facility, (1) through (5) above; (bB) customary restrictions contained in purchase and conditions existing on sale agreements limiting the transfer of the subject assets pending closing, (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 in 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, (F) the Indentures, in each case when originally entered into, (G) any extensionrestriction 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, renewalwere not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, amendment, modification (H) any restriction existing under any agreement of a Person acquired as a Subsidiary pursuant to Section 6.03 or replacement thereof, except to the extent Section 6.04(a)(xiii); provided that any such amendmentagreement existed at the time of such acquisition, modification was not put into place in anticipation of such acquisition and was not applicable to any Person or replacement expands assets other than the scope of any such restriction Person or condition; assets so acquired and (cI) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; Securitizations 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. (db) customary provisions 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 ability of any Subsidiary to (i) make Restricted Payments in leasesrespect of any Equity Interests of such Subsidiary held by, licenses and or pay any Indebtedness owed to, the Borrower or any other contracts restricting Subsidiary, (ii) make any Investment in the assignment thereof; Borrower or any other Subsidiary, or (eiii) restrictions imposed by transfer any of its assets to the Borrower or any other Subsidiary, except for (A) 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 relating governing any Refinancing Indebtedness in respect of Indebtedness set forth in clause (1) above or (3) agreements with respect to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; containing provisions described in clauses (fi), (ii) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary and (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 Restricted Subsidiary; (giii) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries above that are not Loan Parties to materially more restrictive, taken as a whole, than those of the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents 8.125% Note Indenture or, alternatively, the 9.25% Note Indenture, in each case as in effect on the case of Restricted Debt FinancingSecond Restatement Effective Date, are market terms at the time of issuance (B) customary non-assignment provisions in leases and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements contracts entered into in the ordinary course of business business, (or other restrictions on cash or deposits constituting Permitted Encumbrances); C) as required by applicable law, (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 similar agreements applicable to joint ventures permitted by Section 6.04; (kD) customary restrictions contained in leases, subleases, licenses, sublicenses or asset purchase and sale agreements otherwise permitted hereby so long as such restrictions relate only limiting the transfer of the subject assets pending closing, (E) any restriction existing under agreements relating to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of 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 not applicable to any Restricted Subsidiaryassets 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); and 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, (mG) 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 net worth provisions restrictions and conditions contained in real property leases entered into by Subsidiariesagreements relating to Securitizations permitted hereunder, so long as the Borrower has determined in good faith provided that such net worth provisions would not reasonably be expected restrictions and conditions apply only to impair Securitization Vehicles and to the ability of Securitization Assets that are subject to such Securitizations and (I) any restriction existing under the Borrower and its Subsidiaries to meet their ongoing obligationsNew Notes and/or the Bridge Facility.

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, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of any such Loan Party or any of the Subsidiaries to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of assets to secure the Secured Parties Obligations (and any refinancing, refunding, extension, renewal or replacement thereof), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to the Secured Obligations any shares of its Equity Interests or under the Loan Documentsto make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) Law or by any Loan Document, or the ABL Loan Documents, ; (3ii) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions imposed on the Loan Parties existing on the 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 expands expanding the scope of of, any such restriction or condition; ); (ciii) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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; (jv) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; or Equity Interests therein entered into in the ordinary course of business; (kvi) customary restrictions provisions contained in leases, subleases, licenseslicenses or sublicenses of intellectual property and other similar agreements entered into in the ordinary course of business that do not materially interfere with the business of the Company and its Subsidiaries; and (vii) any agreement in effect at the time such Person becomes a Subsidiary of the Company, sublicenses or asset sale agreements otherwise permitted hereby so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Company (provided that such restrictions relate and conditions apply only to such Subsidiary and its assets, and not any Loan Party or other Subsidiary or the assets of any Loan Party or 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 property or assets subject thereto; securing such Indebtedness and (lB) customary provisions restricting subletting or assignment of in any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases agreement entered into by Subsidiaries, so long as in the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair ordinary course of business restricting the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassignment thereof.

Restrictive Agreements. The Parent Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into, incur or permit to enter into exist any agreementagreement or other contractual arrangement to which any of them is party that, instrumentdirectly or indirectly, deed or lease that prohibits or limits materially restricts the ability of any Loan Party to createSubsidiary (other than any Subsidiaries that do not, incurin the aggregate, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, account for the benefit more than 5% of the Secured Parties Consolidated EBITDA of the Parent Borrower and its Subsidiaries): (a) to pay cash dividends or other cash distributions with respect to any of its Capital Stock; or (b) to make or repay loans or advances to the Secured Parent Borrower or any other Subsidiary; or (c) to incur Guarantee Obligations or under in respect of the Loan DocumentsFacilities; provided that the foregoing shall not apply toto any of the following: (ai) restrictions and conditions imposed by any Requirement of Law or by this Agreement; (1ii) Requirements of Lawrestrictions arising under any agreement or arrangement that exists on the date hereof or that refinances, (2) refunds or replaces any Loan Document, agreement or arrangement existing on the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) date hereof and (6) any documentation governing restrictions arising under any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses permitted by Section 7.2(d) (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, 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 refinanced, refunded or conditionreplaced shall be permitted by this clause); (ciii) 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 sale; Disposition, 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hv) restrictions on cash (or Permitted Investments) or other deposits imposed by customers under agreements entered into in the ordinary course of business business; (or other vi) customary restrictions on cash or deposits constituting Permitted Encumbrancesin connection with a securitization transaction permitted by Section 7.5(b); (ivii) restrictions set forth on Schedule 6.09 and any extensionrelating to a Person that after the date hereof becomes, renewalor is merged or consolidated with, 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest Subsidiary of the Parent Borrower (or relating to any property or assets acquired by the Parent Borrower or any Restricted Subsidiaryof 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 (mviii) customary net worth provisions contained restrictions in real property leases entered into by Subsidiaries, so long as agreements among the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Parent Borrower and its Subsidiaries that may be waived by the Parent Borrower or any of its Subsidiaries without the 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 meet their ongoing obligationsexist any Permitted Encumbrances or any other Liens otherwise permitted by Section 7.3, or restricting Dispositions of property or assets subject to any such Lien or transfers of property or assets other than cash.

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, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of any such Loan Party or any of the Subsidiaries to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of assets to secure the Secured Parties Obligations (and any refinancing, refunding, extension, renewal or replacement thereof), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to the Secured Obligations any shares of its Equity Interests or under the Loan Documentsto make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) Law or by any Loan Document, or the ABL Loan Documents, ; (3ii) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions imposed on the Loan Parties existing on the 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 expands expanding the scope of of, any such restriction or condition; ); (ciii) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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; (jv) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; or Equity Interests therein entered into in the ordinary course of business; (kvi) customary restrictions provisions contained in leases, subleases, licenseslicenses or sublicenses of intellectual property and other similar agreements entered into in the ordinary course of business that do not materially interfere with the business of the Company and its Subsidiaries; (vii) restrictions created in connection with any Qualified Securitization Facility that, sublicenses in the good faith determination of the Borrower Representative, are necessary or asset sale agreements otherwise permitted hereby advisable to effect such Qualified Securitization Facility; (viii) restrictions and conditions contained in the documentation governing the 2027 Senior Notes and the 2031 Sustainability-Linked Senior Notes; and (ix) any agreement in effect at the time such Person becomes a Subsidiary of the Company, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Company (provided that such restrictions relate and conditions apply only to such Subsidiary, its Subsidiaries and their respective assets, and not any Loan Party or other Subsidiary or the assets of any Loan Party or 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 property or assets subject thereto; securing such Indebtedness and (lB) customary provisions restricting subletting or assignment of in any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases agreement entered into by Subsidiaries, so long as in the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair ordinary course of business restricting the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassignment thereof.

Restrictive Agreements. The Borrower will notshall not directly or indirectly, and will not enter into, incur or permit to exist any Restricted Subsidiary to enter into agreement or other arrangement that prohibits, restricts or imposes any agreement, instrument, deed or lease that prohibits or limits condition upon: (a) the ability of any Loan Party the Borrower to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit assets in favor of the Secured Parties Bank; (b) the Bank’s right to impose the conditions set forth in this Agreement upon the Borrower’s ability to pay dividends or distributions with respect to its Equity Interests or to repay loans or advances made to the Secured Obligations Borrower by Cellu Tissue or under the Loan DocumentsClearwater; provided that that: (x) the foregoing shall not apply to: (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) law or by any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above;, (bii) customary restrictions and conditions existing on the Effective Date date hereof identified on Schedule 9.13 attached hereto and any extensionincorporated 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 expands the scope of that in no event shall any such restriction or condition;condition be breached or violated by: (A) the Borrower’s incurrence of the Indebtedness under this Agreement and the grant of Liens in 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 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 (ciii) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other contractual arrangement to which it is a party or by which its property is bound that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon the ability of any such Loan Party or any of its Subsidiaries to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, assets for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that (i) the foregoing shall not apply to: (a) to restrictions and conditions imposed by (1) Requirements of Lawlaw, (2) by any Loan Document, by the Permitted Senior Facilities Documents or by the ABL Loan DocumentsSenior Subordinated Notes Documents (or any extensions, (3) any documentation governing Incremental Equivalent Debtrenewals, (4) any documentation governing Permitted Unsecured Refinancing Debtrefinancings, Permitted First Priority Refinancing Debt refunding or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to replacements of the Senior Subordinated Notes Documents permitted under Section 6.01(a)(xx6.01), (xxiii) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred the foregoing shall not apply to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions (A) existing on the Effective Date date hereof identified on Schedule 6.10 and any extension, renewal, amendment, modification or replacement thereof, except (B) to the extent any such amendmentrestrictions or conditions permitted by clause (A) is set forth in an agreement evidencing Indebtedness, modification are set forth in any agreement evidencing any permitted renewal, extension, refunding, replacement or refinancing of such Indebtedness so long as such renewal, extension, refunding, replacement expands or refinancing does not expand the scope of any such restriction or condition; , (ciii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (div) customary provisions the foregoing shall not apply to any agreement or other instrument of a Person acquired in leasesa Permitted Acquisition, licenses and Permitted Holding Company Acquisition or other contracts restricting investment permitted by Section 6.04 in existence at the assignment time of such Permitted Acquisition, Permitted Holding Company Acquisition or other permitted investment (but not created in connection therewith or in contemplation thereof; ), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired; (ev) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; , (fvi) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 foregoing shall not apply to the Borrower or any Restricted Subsidiary; (gA) restrictions or conditions in any 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 customary restrictions and conditions in the Loan Documents or, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; extent such joint ventures are permitted hereunder, (lB) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (mC) customary net worth provisions contained in real property leases restricting assignment of any agreement entered into in the ordinary course of business and (vii) the foregoing shall not apply to restrictions or conditions imposed by Subsidiaries, so long as the Borrower has determined in good faith any agreement relating to Indebtedness of a Subsidiary that such net worth provisions would is not reasonably be expected a Loan Party that is permitted by Section 6.01 or to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsany cash or other deposits permitted by Section 6.02.

Restrictive Agreements. The Borrower It will not, and will not permit any Restricted Subsidiary to of its Subsidiaries to, directly or indirectly, enter into any agreementinto, instrument, deed incur or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: Restrictive Agreement other than (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, Law or by the ABL Loan Documents, (3b) Restrictive Agreements listed on Schedule 7.15, (c) any documentation governing Incremental Equivalent Debtstockholder agreement, investor rights agreement, charter, bylaws or other Organizational Documents of an Obligor as in effect on the date hereof, (4d) limitations associated with Permitted Liens or with any documentation governing Permitted Unsecured Refinancing Debttransaction permitted under Sections 9.01, Permitted First Priority Refinancing Debt 9.03, 9.05, 9.06 or 9.09, (e) restrictions on cash (or Permitted Second Priority Refinancing Debt, Cash Equivalent Investments) or other deposits imposed by agreements entered into with customers in the Ordinary Course of Business (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxor other restrictions on cash or deposits constituting Permitted Liens), (xxif) customary provisions in leases and other agreements restricting the assignment thereof, (g) any restrictions and conditions imposed by any agreement relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary (and any extension, renewal, amendment, modification or replacement thereof, expect to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition), (xxvih) 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 agreements; provided that such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of such Subsidiary, (i) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by Section 9.01(g) if such restrictions and conditions apply only to the assets securing such Indebtedness and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (bj) customary restrictions and conditions existing on the Effective Date (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; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets of the Obligors or any Subsidiary, in each case pending such sale; provided that such restrictions and conditions apply only to the such Subsidiary or the assets that is or are to be sold and and, in each case, such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will WIL-Ireland shall not, and will shall not permit any Restricted Subsidiary to to, directly or indirectly, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to createinto, incur, assume create or suffer permit to exist any Lien upon any of their respective properties or revenuesRestrictive Agreement, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply toexcept for: (a) limitations or restrictions and conditions imposed by (1) Requirements of Law, (2) contained in any Loan Document, or Document and any of the ABL Prepetition Unsecured Revolving Facility Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary limitations or restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification under or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope by reason of any such restriction or conditionRequirement of Law; (c) customary restrictions and conditions contained in agreements relating with respect to the sale of a any Restricted Subsidiary or any of its assets contained in any agreement for the Disposition of a material portion of the Capital Stock of, or any of the assets of, such Restricted Subsidiary pending such saleDisposition; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is, or assets that is or are to be sold are, the subject of such Disposition and such sale Disposition is permitted hereunder; (d) customary provisions limitations or restrictions contained in leasescontracts and agreements outstanding on the Effective Date and renewals, licenses and other contracts restricting extensions, refinancings or replacements thereof identified on Schedule 8.11; provided that the assignment thereofforegoing restrictions set forth in this Section 8.11 shall apply to any amendment or modification to, or any renewal, extension, refinancing or replacement of, any such contract or agreement that would have the effect of expanding the scope of any such limitation or restriction; (e) limitations or restrictions contained in any agreement or instrument to which any Person is a party at the time such Person is merged or consolidated with or into WIL-Ireland or any Restricted Subsidiary; provided that such restriction or limitation is not incurred in connection with, or in contemplation of, such merger, consolidation or acquisition; (f) (i) clause (a) of the definition of Restrictive Agreements shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent or Liens permitted under Section 8.04 if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; Indebtedness or (fii) any customary restrictions or conditions set forth limitations in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification leases or amendment expanding other contracts restricting the scope assignment thereof or the assignment of any such restriction or condition); provided the property that such agreement was not entered into in contemplation is the subject 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 Restricted Subsidiarylease; (g) limitations or restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 contained in joint venture agreements, partnership agreements and other similar agreements applicable with respect to a joint ventures permitted by Section 6.04; (k) customary restrictions contained in leasesownership arrangement restricting the disposition or distribution of assets or property of such joint venture, subleasespartnership or other joint ownership entity, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such encumbrances or restrictions relate only are not applicable to the property or assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiaryother Person; and (mh) customary net worth provisions restrictions and conditions 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 Subsidiaries to meet their ongoing obligationsPermitted Factoring Transaction Documents.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to to, directly or indirectly, enter into any agreementinto, instrument, deed create or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon any of their respective properties or revenuesRestrictive Agreement, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply toexcept for: (a) limitations or restrictions and conditions imposed by (1) Requirements of Law, (2) contained in any Loan Document or any TLB Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary limitations or restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification under or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope by reason of any such restriction or conditionRequirement of Law; (c) customary restrictions and conditions contained in agreements relating with respect to the sale of a any Restricted Subsidiary or any of its assets contained in any agreement for the Disposition of all of the Equity Interests of, or any of the assets of, such Restricted Subsidiary pending such saleDisposition; provided that (i) such restrictions and conditions shall apply only to the Restricted Subsidiary that is, or assets that is or are to be sold are, the subject of such Disposition and (ii) such sale Disposition is permitted hereunder; (d) limitations or restrictions contained in contracts and agreements outstanding on the Effective Date and identified on Schedule 6.06 and renewals, extensions, refinancings or replacements thereof; provided that the foregoing restrictions set forth in this Section 6.06 shall apply to any amendment or modification to, or any renewal, extension, refinancing or replacement of, any such contract or agreement that would have the effect of expanding the scope of any such limitation or restriction; (e) customary provisions restrictions or limitations in leases, licenses and leases or other contracts restricting the assignment thereofthereof or the assignment of the property that is the subject of such lease; (ef) restrictions or conditions of the type described in clause (a) of the definition of Restrictive Agreements imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent or Permitted Liens if such restriction applies restrictions or conditions apply only to the property Property securing such Indebtedness; (fg) any limitations or restrictions contained in joint venture agreements, partnership agreements and other similar agreements with respect to a joint ownership arrangement restricting the disposition or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but distribution of assets or property of such joint venture, partnership or other joint ownership entity, so long as such encumbrances or restrictions are not any modification applicable to the property or amendment expanding the scope assets 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariesother Person; (h) restrictions on cash (limitations or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) customary restrictions contained in leasesany agreement or instrument to which any Person is a party at the time such Person is merged or consolidated with or into, subleasesor the Equity Interests of such Person are otherwise acquired by, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; provided that such restriction or limitation (i) is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of such Person, so acquired and (ii) is not incurred in connection with, or in contemplation of, such merger, consolidation or acquisition; and (mi) restrictions and conditions imposed by any agreement or document governing any Indebtedness permitted hereunder to the extent, in the reasonable judgment of the Borrower, such restrictions and conditions are on customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that market terms for Indebtedness of such net worth provisions type and would not reasonably be expected to impair in any material respect the ability of the Borrower and its Subsidiaries Loan Parties to meet their ongoing obligationsobligations under the Loan Documents.

Restrictive Agreements. The Borrower Issuer will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Note Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Note Secured Parties with respect to the Secured Notes Obligations or under the Loan Notes Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Notes Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing First Lien Incremental Equivalent Debt, (5) any documentation governing other Indebtedness (other than intercompany debt owed to the Issuer or the Restricted Subsidiaries) that do not materially impair the Issuer’s ability to make payments on the Notes, (6) any documents governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or Permitted Second Third Priority Refinancing Debt, (57) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx5.01(a)(xxiv) or Section 5.01(a)(vii), (xxi) or viii), (xxvix), (xvi), (xxiii) and (6xxviii) and (8) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (56) above; (b) customary restrictions and conditions existing on the Effective Issue Date 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; (c) 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; (d) customary provisions in leases, licenses licenses, sublicenses and other contracts (including licenses and sublicenses of Intellectual Property) restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Indenture to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Issuer or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 5.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Note Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Notes Documents or, in the case of Restricted Debt Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 6.09 5.09 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 similar agreements applicable to joint ventures permitted by Section 6.045.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the Borrower Issuer or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower Issuer has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower Issuer and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. Section 6.05 of the Credit Agreement (Multi-Year Revolving Credit Facility) dated as of November 17, 2000 (the “Multi-Year Agreement”), among Enterprise Products Operating L.P., Wachovia Bank, National Association (f/k/a First Union National Bank), as Administrative Agent, Issuing Bank and Swingline Lender, and the lenders party thereto, as amended by a First Amendment to Credit Agreement dated April 19, 2001, a Second Amendment and Supplement to Credit Agreement dated April 24, 2002, a Third Amendment and Supplement to Credit Agreement dated July 31, 2002, and a Fourth Amendment and Supplement to Credit Agreement dated October 30, 2003, provides that (capitalized terms not defined herein shall have the meanings assigned to such terms in the Multi-Year Agreement): The Borrower [Enterprise Products Operating L.P.] will not, and will not permit any of its Subsidiaries (other than Project Finance Subsidiaries) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, (i) the Borrower and the Subsidiaries may make Restricted Payments necessary to fund the Program, (ii) the Borrower may make Restricted Payments from Available Cash (as defined in the Partnership Agreement) from Operating Surplus (as defined in the Partnership Agreement) cumulative from January 1, 1999 through the date of such Restricted Payment, and (iii) any Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon may buy back any of their respective properties its own Equity Interests; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary shall be prohibited from upstreaming dividends or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 payments to the Borrower or any Restricted Subsidiary (which is not a Project Finance Subsidiary; (g) restrictions or conditions in any 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 ormaking, in the case of Restricted Debt Financingany Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, are market terms at ratable dividends or payments, as the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 6.09 and any extensioncase may be, renewal, amendment, modification or replacement thereof, except to the extent any other owners of Equity Interests in such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower During the Collateral and Guarantee Period, the Company will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease agreement that prohibits or limits restricts the ability of any Loan Party such Person to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (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 Loan Documents (or any renewals, refinancings, exchanges, refundings or extensions thereof) or (f) in the 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) through (e) above) for (i) restrictions and conditions imposed by (1) Requirements of Lawlaw, (2ii) any Loan Document, or restrictions imposed by this Agreement and the ABL other Loan Documents, (3iii) any documentation governing Incremental Equivalent Debtrestrictions imposed by the Senior Notes Indentures, (4iv) restrictions imposed by the Term Loan Credit Agreement and any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt“Loan Documents” under and as defined therein, (5v) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Closing Date and 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 expands thereof not expanding the scope of any such restriction or condition; ), (cvi) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions imposed by 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; , (dix) customary provisions restrictions contained in leasesany Permitted Securitization Documents with respect to any Special Purpose Securitization Subsidiary, licenses (x) restrictions contained in any document or relating to Indebtedness incurred pursuant to Section 6.02(d); provided, that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith and other contracts restricting (xi) any Permitted Encumbrance or any document or instrument governing any Permitted Encumbrance; provided, that, any such restriction contained therein relates only to the assignment thereof; asset or assets subject to such Permitted Encumbrance, (exii) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restriction applies restrictions apply only to the property or assets securing such Indebtedness; (f) any restrictions or conditions set forth ; provided, that, in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent each case such restrictions do not restrict the Liens securing the Obligations or conditions are no more restrictive in any material respect than the restrictions Liens securing the Obligations under and conditions as defined in the Term Loan Documents orCredit Agreement or the priority thereof, (xiii) customary provisions contained in the case leases or licenses of Restricted Debt Financing, are market terms at the time of issuance intellectual property and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by similar agreements entered into in the ordinary course of business business, (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (lxiv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest interest, (xv) customary provisions restricting assignment of any agreement entered into in the Borrower ordinary course of business, (xvi) customary restrictions and conditions contained in any document relating to any Lien, so long as (1) such Lien is permitted under Section 6.01 and such restrictions or any Restricted Subsidiary; and conditions relate only to the specific asset subject to such Lien, (m2) 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 Borrower Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower Company and its 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 assets subject thereto, and (xx) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of the Borrower or any Loan Party Restricted Subsidiary to create, incur, assume incur or suffer to exist permit any Lien upon any of their respective properties its assets or revenuesproperties, whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Parties any Restricted Subsidiary to pay dividends or other distributions with respect to its Capital Stock or to make or repay loans or advances to the Secured Obligations Borrower or under any other Restricted Subsidiary, (c) the Loan Documents; provided that ability of any Restricted Subsidiary to transfer any of its property or assets to the foregoing shall not apply toBorrower or any other Restricted Subsidiary or (d) the ability of the Borrower or any Restricted Subsidiary to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary, except for: (ai) prohibitions, restrictions and conditions imposed by (1) Requirements of Law, (2) Law or by this Agreement or any other Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (bii) customary restrictions and conditions existing on the Effective Date and any extensionprohibitions, 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; (c) restrictions and conditions contained in agreements relating to the sale Disposition of assets or of a Restricted Subsidiary or any assets pending such sale; provided that Disposition, 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; (diii) customary provisions prohibitions, restrictions and conditions contained in leasesagreements that exist on the date hereof and are listed on Schedule 7.8, licenses and other contracts restricting in the assignment thereof; (e) restrictions imposed by any case of an agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such evidencing Indebtedness; (f) any restrictions or conditions , are 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 Subsidiary (but not any modification or amendment expanding other than by designation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the scope of any terms hereof), so long as the agreements containing such restriction or condition); provided that 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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; (jv) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 6.047.4 and applicable solely to, in the case of the foregoing clause (a), the assets and Capital Stock of such joint venture, and in the case of the foregoing clauses (b) through (d), such joint venture; (kvi) in the case of the preceding clause (a), restrictions arising in connection with cash or other deposits permitted under Sections 7.2 or 7.4 and limited to such cash or deposit; (vii) negative pledges and other prohibitions, restrictions and conditions imposed by 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 contained in leases, subleases, licenses, sublicenses licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (lix) customary in the case of the preceding clause (c), provisions restricting subletting or assignment of any lease governing a leasehold interest agreement entered into in the ordinary course of the Borrower or any Restricted Subsidiarybusiness; and (mx) customary net worth provisions contained in real property leases entered into the case of the preceding clauses (a) and (c) any restrictions regarding licenses or sublicenses 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 of IP Rights in the ordinary course of business (in which case such restriction shall relate only to meet their ongoing obligationssuch IP Rights).

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to 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 that prohibits or limits materially restricts the ability of any Loan Party Subsidiary (other than any Subsidiary that is not a Material Subsidiary): (a) to create, incur, assume pay cash dividends or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties other cash distributions with respect to any of its Capital Stock; or (b) to make or repay loans or advances to the Secured Borrower or any other Subsidiary; or (c) to incur Guarantee Obligations or under that are required by the terms of the Loan DocumentsDocuments in respect of the Term Loan; provided that the foregoing shall not apply toto any of the following: (ai) restrictions and conditions imposed by (1) Requirements any Requirement of Law, (2) any Loan Document, Law or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) aboveby this Agreement; (bii) customary 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 Effective Date and any extensiondate hereof, renewalincluding successive renewals, amendmentextensions, refinancings, refundings or 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 conditionreplaced shall be permitted by this clause); (ciii) restrictions arising under any agreement or arrangement providing for, securing, guaranteeing or otherwise supporting additional Indebtedness not contemplated by clause (ii) above of the Borrower or any of its Subsidiaries which in the good faith judgment of the 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 sale; Disposition, 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hv) restrictions on cash (or Permitted Investments) or other deposits imposed by customers under agreements entered into in the ordinary course of business business; (vi) customary restrictions in connection with securitizations of accounts receivable or other restrictions on arising in connection with supply chain financing arrangements, in each case, in an aggregate amount as to all such programs of up to $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 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 Borrower or deposits constituting Permitted Encumbrancesany of its Subsidiaries from sales of outstanding accounts receivable giving rise to any such restrictions); (ivii) restrictions set forth relating to a Person that after the date hereof becomes, or is merged or consolidated with, a Subsidiary of the Borrower (or relating to any property or assets acquired by the Borrower or any of its Subsidiaries after the date hereof), if such restrictions were in effect on Schedule 6.09 the date of such transaction and were not incurred in contemplation of such transaction and any extension, renewal, amendment, modification or replacement thereof, except to the extent any renewals and extensions thereof (it being understood that such amendment, modification or replacement expands renewals and extensions do not materially expand the scope of any such restriction or conditionthe restrictions); (jviii) customary provisions restrictions in agreements among the Borrower and its Subsidiaries that may be waived by the Borrower or any of 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 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 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 joint ventures permitted by Section 6.04;the property or assets of any other Person; and (kxi) restrictions arising under any agreement or arrangement in connection with the Subsidiary Credit Facility which, in each case, in the good faith judgment of the Borrower, (x) are at least as favorable as customary restrictions market terms for similar credit facilities taken as a whole on the date of issuance thereof for issuers with a similar credit rating or (y) will not affect the Borrower’s ability to make principal and interest payments on the Loans. Nothing 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of this Section 7.5 shall prevent the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries from creating, incurring, assuming or suffering to meet their ongoing obligationsexist 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 (other than cash or Cash Equivalents collateralized in connection with the Subsidiary Credit Facility).

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to to, directly or indirectly, enter into any agreementinto, instrument, deed create or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon any of their respective properties or revenuesRestrictive Agreement, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply toexcept for: (a) limitations or restrictions and conditions imposed by (1) Requirements of Law, (2) contained in any Loan Document, Document or any 2015 Term Loan Document (as in effect as of the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxEffective Date), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary limitations or restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification under or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope by reason of any such restriction or conditionRequirement of Law; (c) customary restrictions and conditions contained in agreements relating with respect to the sale of a any Restricted Subsidiary or any of its assets contained in any agreement for the Disposition of all of the Equity Interests of, or any of the assets of, such Restricted Subsidiary pending such saleDisposition; provided that (i) such restrictions and conditions shall apply only to the Restricted Subsidiary that is, or assets that is or are to be sold are, the subject of such Disposition and (ii) such sale Disposition is permitted hereunder; (d) limitations or restrictions contained in contracts and agreements outstanding on the Effective Date and identified on Schedule 6.06 and renewals, extensions, refinancings or replacements thereof; provided that the foregoing restrictions set forth in this Section 6.06 shall apply to any amendment or modification to, or any renewal, extension, refinancing or replacement of, any such contract or agreement that would have the effect of expanding the scope of any such limitation or restriction; (e) customary provisions restrictions or limitations in leases, licenses and leases or other contracts restricting the assignment thereofthereof or the assignment of the property that is the subject of such lease; (ef) restrictions or conditions of the type described in clause (a) of the definition of Restrictive Agreements imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent or Liens permitted under Section 6.02 if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) limitations or restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 contained in joint venture agreements, partnership agreements and other similar agreements applicable with respect to a joint ventures permitted by Section 6.04; (k) customary restrictions contained in leasesownership arrangement restricting the disposition or distribution of assets or property of such joint venture, subleasespartnership or other joint ownership entity, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such encumbrances or restrictions relate only are not applicable to the property or assets subject thereto;of any other Person; and (lh) customary provisions restricting subletting limitations or assignment restrictions contained in any agreement or instrument to which any Person is a party at the time such Person is merged or consolidated with or into, or the Equity Interests of any lease governing a leasehold interest of such Person are otherwise acquired by, the Borrower or any Restricted Subsidiary; and provided that such restriction or limitation (mi) customary net worth provisions contained in real is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property leases entered into by Subsidiariesor assets of such Person, so long as the Borrower has determined acquired and (ii) is not incurred in good faith that connection with, or in contemplation of, such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsmerger, consolidation or acquisition.

Restrictive Agreements. The Borrower Issuer will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Note Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Note Secured Parties with respect to the Secured Notes Obligations or under the Loan Notes Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Notes Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Second Lien Incremental Equivalent Debt, (5) any documentation governing other Indebtedness (other than intercompany debt owed to the Issuer or the Restricted Subsidiaries) that do not materially impair the Issuer’s ability to make payments on the Notes, (6) any documents governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or Permitted Second Third Priority Refinancing Debt, (57) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx5.01(a)(xxiv) or Section 5.01(a)(vii), (xxi) or viii), (xxvix), (xvi), (xxiii) and (6xxviii) and (8) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (56) above; (b) customary restrictions and conditions existing on the Effective Issue Date 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; (c) 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; (d) customary provisions in leases, licenses licenses, sublicenses and other contracts (including licenses and sublicenses of Intellectual Property) restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Indenture to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Issuer or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 5.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Note Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Notes Documents or, in the case of Restricted Debt Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 6.09 5.09 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 similar agreements applicable to joint ventures permitted by Section 6.045.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the Borrower Issuer or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower Issuer has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower Issuer and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of the Borrower or any Loan Party Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of its property to secure the Secured Parties Obligations; (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to the Secured Obligations Borrower or under any other Loan Party or transfer any of its properties to any Loan Party or, in the case of any Domestic Subsidiary, to Guarantee Indebtedness of the Borrower or any other Loan DocumentsParty; provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, Applicable Law or by the ABL Loan Documents, (3ii) restrictions and conditions imposed by any documentation document or instrument governing Incremental Equivalent Debt, Indebtedness in effect as of the date hereof and listed on Schedule 6.2 (4) and restrictions applicable to any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing future Indebtedness incurred pursuant to Section 6.01(a)(xx6.2 which are not substantially more restrictive, taken as a whole, than such restrictions in any such document or instrument listed on Schedule 6.2), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date 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; (ciii) restrictions and or 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; , (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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; (jiv) customary provisions restrictions in leases, subleases, licenses and sublicenses, asset sale agreements, joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements applicable to joint ventures otherwise permitted by Section 6.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby this Agreement so long as such restrictions relate only to the assets subject thereto; thereto (land/or to the assignability of such agreement), (v) 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), (vi) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (vii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest agreement entered into in the ordinary course of the Borrower business, (viii) restrictions on cash or any Restricted Subsidiary; and (m) customary other deposits or net worth provisions contained in real property leases imposed by customers under contracts entered into in the ordinary course of business, and (ix) restrictions and conditions imposed by Subsidiariesagreements relating to Indebtedness of Subsidiaries that are not Subsidiary Guarantors permitted under Section 6.2, so long as the Borrower has determined in good faith provided that such net worth provisions would restrictions and conditions apply only to Subsidiaries that are not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsSubsidiary Guarantors.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter (a) Enter into any agreement, instrumentindenture or instrument after the Closing Date or any amendment or other modification to any agreement, deed indenture or lease instrument in existence on the Closing Date (each, an “Other Debt Agreement”) which contains any covenant or covenants that prohibits are more restrictive than the provisions of Articles VIII, IX and X unless (i) the aggregate outstanding principal amount of all such Debt evidenced by Other Debt Agreements does not exceed $25,000,000 or limits (ii) at the time of the execution of such Other Debt Agreement, the Borrower or applicable Subsidiary has entered into, or has indicated to the Administrative Agent its agreement to enter into, an amendment to this Agreement, the effect of which is to conform the applicable covenant or covenants contained in this Agreement such that they are as restrictive as those contained in such Other Debt Agreement. For purposes of this Section 10.6(a), the provisions of any future debt securities on the same terms as the Senior Unsecured Public Notes as of the date of this Agreement are not more restrictive than the provisions of Articles VIII, IX, and X of this Agreement. (b) Enter into or permit to exist any agreement which restricts the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit Subsidiary of the Secured Parties with respect Borrower to pay dividends to the Secured Obligations or under Borrower except (i) the Loan Documents; provided that (ii) the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of LawLoan Documents executed in connection with the Existing 5-Year Credit Agreement, (2iii) any Loan Document, or the ABL Loan Documents, Senior Unsecured Private Notes; (3iv) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any the time any Person such Subsidiary becomes a Restricted Subsidiary (but not any modification or amendment expanding of the scope of any such restriction or condition); provided that Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and of the restriction Borrower; (v) agreements evidencing purchase money Debt or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 Capital Leases 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) impose customary restrictions on cash the property so acquired; (or Permitted Investmentsvi) or other deposits imposed by agreements entered into in the ordinary course of business Hedging Agreements; (or other 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; (jvii) customary provisions in joint venture agreements leases restricting assignability or subleasing; (viii) restrictions which are not more restrictive than those set forth in this Agreement contained in any documents governing any Debt incurred after the Closing Date in accordance with the provisions of this Agreement; and other similar agreements applicable to joint ventures permitted by Section 6.04; (kix) any customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only imposed pursuant to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases an agreement that has been 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 Subsidiaries to meet their ongoing obligationsconnection with any disposition permitted under Section 10.2.

Restrictive Agreements. The Borrower Loan Parties will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of Crown Holdings or any Loan Party Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets, whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Parties any Subsidiary (i) to pay dividends or other distributions with respect to the Secured Obligations any of its Equity Interests or under the Loan Documents(ii) to make or repay loans or advances to Crown Holdings or any other Subsidiary or to Guarantee 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 shall not apply to: (ai) conditions imposed by law or by any Loan Document; (ii) restrictions and conditions imposed by (1) Requirements of Lawthe Second Lien Notes Indenture and the Third Lien Notes Indenture as in effect on February 26, (2) any Loan Document, or 2003 and restrictions and conditions imposed by the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced Lien Notes Indenture as in clauses (1) through (5) aboveeffect on the Effective Date; (biii) customary restrictions and conditions imposed by any Refinancing Plan Indebtedness; provided that the encumbrances and restrictions contained in such Indebtedness are no more restrictive in any material respect, taken as a whole, than those contained in the First Lien Notes Indenture (as in effect on the Effective Date), with respect to Additional First Lien Notes, the Second Lien Notes Indenture (as in effect on February 26, 2003), with respect to Additional Second Lien Notes, or in the Third Lien Notes Indenture, for any other Refinancing Plan Indebtedness (as in effect on February 26, 2003); (iv) with respect to clause (b)(iii) only, assets encumbered by Permitted Liens as long as such restriction applies only to the asset encumbered by such Permitted Lien; (v) restrictions and conditions existing on the Effective Date not otherwise excepted from this Section 6.10 identified on Schedule 6.10 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 expands the scope of any such restriction or conditionEffective Date; (cvi) 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; (dvii) with respect to clause (a) only, customary provisions in leases, licenses leases and other contracts restricting the assignment thereof; (eviii) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses any Permitted Receivables or asset sale agreements otherwise permitted hereby so long as such restrictions relate only Factoring Financings and relating to the assets subject thereto; (l) customary provisions restricting subletting any Receivables Subsidiary or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Factoring Subsidiary; and (mix) customary net worth provisions restrictions contained in real property leases entered into Indebtedness of Non-Subsidiary Loan Parties incurred pursuant to Section 6.01(a)(ix), (a)(x) or (a)(xxiii), permitted to be incurred under Section 6.01(a)(xv) that relate only to the Subsidiary that is the obligor under such Indebtedness or permitted by Subsidiaries, so long as Section 6.01(a)(xvii); provided that the board of directors of the Euro Borrower has shall have determined in good faith (as evidenced by a resolution of the board of directors of the Euro Borrower) at the time that such net worth provisions would encumbrance or restriction is created that such encumbrance or restriction, as the case may be, will not reasonably be expected to impair the ability of any Borrower to make payments of interest on the Borrower Loans or make payments in respect of its Reimbursement Obligations, in each case as and its Subsidiaries to meet their ongoing obligationswhen due.

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 or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt[reserved], (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Junior Priority Refinancing Debt, Permitted Parity Priority Refinancing Debt or Permitted Second First Priority Refinancing Debt; provided that none of such documentation shall prohibit or limit the Lien in favor of the Collateral Agent for the benefit of the Secured Parties with respect to the Secured Obligations as in effect on the Effective Date, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx6.01(a)(xxi) or Section 6.01(a)(xxvi), (xxi6) the ABL Loan Documents or the First Lien Loan Documents or (xxvi) and (67) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (56) above; (b) customary restrictions and conditions in any agreements, instruments, deeds or leases existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses licenses, sublicenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Lead Borrower or any Restricted other Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt any Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and; (m) customary net worth provisions related to creditworthiness of the tenant contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth creditworthiness provisions would could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations; and (n) the Equity Grant.

Restrictive Agreements. The Borrower Parent will not, and will not permit any Restricted Subsidiary to 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 that prohibits or limits materially restricts the ability of any Loan Party Subsidiary (other than any Subsidiary that is not a Material Subsidiary): (a) to create, incur, assume pay cash dividends or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties other cash distributions with respect to any of its Capital Stock; or (b) to make or repay loans or advances to the Secured Parent or any other Subsidiary; or (c) to incur Guarantee Obligations or under that are required by the terms of the Loan DocumentsDocuments in respect of the Term Loan; provided that the foregoing shall not apply toto any of the following: (ai) restrictions and conditions imposed by (1) Requirements any Requirement of Law, (2) any Loan Document, Law or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) aboveby this Agreement; (bii) customary 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 Effective Date and any extensiondate hereof, renewalincluding successive renewals, amendmentextensions, refinancings, refundings or 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 conditionreplaced shall be permitted by this clause); (ciii) 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 or any of its Subsidiaries which in the good faith judgment of the Parent 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 sale; Disposition, 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hv) restrictions on cash (or Permitted Investments) or other deposits imposed by customers under agreements entered into in the ordinary course of business business; (or other vi) customary restrictions on cash or deposits constituting Permitted Encumbrancesin connection with securitizations of accounts receivable in an aggregate amount as to all such programs of up to $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); (ivii) restrictions set forth relating to a Person that after the date hereof becomes, or is merged or consolidated with, a Subsidiary of the Parent (or relating to any property or assets acquired by the Parent or any of its Subsidiaries after the date hereof), if such restrictions were in effect on Schedule 6.09 the date of such transaction and were not incurred in contemplation of such transaction and any extension, renewal, amendment, modification or replacement thereof, except to the extent any renewals and extensions thereof (it being understood that such amendment, modification or replacement expands renewals and extensions do not materially expand the scope of any such restriction or conditionthe restrictions); (jviii) customary provisions restrictions in agreements among the Parent and its Subsidiaries that may be waived by the Parent or any of 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 or any of its Subsidiaries or any of their businesses; and (x) 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 joint ventures the property or assets of any other Person. Nothing contained in this Section 7.5 shall prevent the Parent or any of its Subsidiaries from creating, incurring, assuming or suffering to exist any Permitted Encumbrances or any other Liens otherwise permitted by Section 6.04; (k) customary restrictions contained in leases7.2, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the restricting dispositions of property or assets subject thereto; (l) customary provisions restricting subletting to any such Lien or assignment transfers of any lease governing a leasehold interest of the Borrower property or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationsassets other than cash.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of the Borrower or any Loan Party Guarantor to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect assets to secure the Secured Obligations or under (b) the ability of any Restricted Subsidiary that is not a Loan DocumentsParty to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any Restricted Subsidiary or to Guarantee Indebtedness of any Restricted Subsidiary; provided that the foregoing clauses (a) and (b) shall not apply to: to any such restrictions that (ai)(x) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or exist on the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) date hereof and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent not otherwise permitted by this Section 6.08) are listed on Schedule 6.08 and (y) any renewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such amendment, modification restriction so long as such renewal or replacement expands extension does not expand the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of restrictions, taken as 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; (d) customary provisions in leaseswhole, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect material respect, (ii)(x) are binding on a Restricted Subsidiary at any the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition); provided that 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 to expand the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent scope of such restrictions or conditions are no more restrictive restrictions, taken as a whole, in any material respect than respect, (iii) represent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01; provided that such restrictions will not materially affect the restrictions and conditions in Borrower’s ability to pay the Loan Documents orDocumentation Obligations as they become due, (iv) are customary restrictions that arise in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed connection with any Disposition permitted by Section 6.05 applicable pending such Disposition solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 assets subject to such amendmentDisposition, modification or replacement expands the scope of any such restriction or condition; (jv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 6.04; , (kvi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by or securing such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are imposed by Requirements of Law, (viii) are customary restrictions contained in leases, subleases, licenses, sublicenses licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; , (lix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and , (mxi) are customary provisions restricting assignment of any license, lease or other agreement entered into in the ordinary course of business and otherwise permitted hereunder, (xii) are restrictions on cash (or Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments or deposits) or (xiii) are customary net worth provisions contained in real property leases or licenses of intellectual property entered into by Subsidiariesthe Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Borrower Loan Parties and its Subsidiaries their subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of (i) any Restricted Subsidiary of the Borrower that is not a Subsidiary Loan Party to make Restricted Payments to the Borrower or any Subsidiary Loan Party, or (ii) any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: : (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Second Priority Refinancing Debt or Permitted Second First Priority Refinancing Debt, (54) any documentation governing Incremental Equivalent Debt or Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi6.01(a)(xxiii) and (65) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (54) above; ; (b) customary restrictions and conditions existing on the Effective Closing Date 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; ; (c) 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; ; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; ; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement (other than any secured Indebtedness referred to in clause (a) above) to the extent such restriction applies only to the property securing such Indebtedness; ; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to Directly or indirectly enter into or permit to exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition on (1) the ability of any Loan Party to create, incur, assume create or suffer permit to exist any Lien upon on any of their respective properties its property or revenues, whether now owned (2) the ability of any Restricted Subsidiary to pay dividends or hereafter acquired, for the benefit of the Secured Parties other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Secured Obligations MLP or under the Loan Documentsany Restricted Subsidiary; provided that that: (a) the foregoing shall not apply to: (a) to restrictions and conditions imposed by (1) Requirements of Lawlaw, (2) rule, regulation, approval, license, permit, order or by any Loan Document, the Transaction Documentation (as in effect on the Closing Date, and as amended or modified thereafter on terms that are not materially less favorable to the ABL Loan DocumentsMLP and its Restricted Subsidiaries, (3) any documentation governing Incremental Equivalent Debttaken as a whole, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxconsidered in the aggregate taking into account all such substantially contemporaneous amendments and modifications of the Transaction Documentation), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary the foregoing shall not apply to restrictions and conditions contained in the Senior Note Indenture, the Senior Notes or any guarantee thereof or any Permitted Refinancing thereof; (c) the foregoing shall not apply to restrictions and conditions existing on the Effective Date date hereof, and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing; provided that such restrictions or conditions in the amendment, modification, restatement, extension, renewal, amendmentreplacement or refinancing are, modification or replacement thereoftaken as a whole, except no less favorable in any material respect to the extent Credit Parties than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced (but shall apply to any such amendment, amendment or modification or replacement expands expanding the scope of of), or any extension or renewal of, any such restriction or condition; (cd) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets an asset pending such sale; , provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets such asset that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) clause (1) of this Section 7.13 shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement to the extent such restriction applies only to the on property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 foregoing shall not apply to (i) customary provisions in leases or subleases restricting or prohibiting the Borrower assignment and subletting thereof or any restrictions imposed pursuant to Mining Leases and (ii) other customary anti- assignment provisions in contracts entered into; to: (g) the foregoing shall not apply to restrictions and conditions existing under any agreements or other instruments of, or with respect (i) any Person, or the property or assets of any Person, at the time the Person, or property or assets of any Person, is acquired by the MLP or any Restricted Subsidiary;; or (gii) any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that (A) are not Loan Parties applicable to any other Person or the extent property or assets of any other Person and (B) were not put in place in anticipation of such event and any amendments, modifications, restatements, extensions, renewals replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or conditions are refinancing are, taken as a whole, no more restrictive less favorable in any material respect to the Credit Parties than the encumbrances or restrictions and conditions in the Loan Documents orbeing amended, in the case of Restricted Debt Financingmodified, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariesrestated, extended, renewed, replaced or refinanced; (h) the foregoing shall not apply to restrictions on cash (or Permitted Investments) or other deposits or net worth imposed by agreements entered into customers, lessors, suppliers or required by insurance surety bonding companies, in each case in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)business; (i) the foregoing shall not apply to restrictions set forth on Schedule 6.09 and conditions existing pursuant to any extensionIndebtedness incurred by, renewalor other agreement of, amendmenta Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party, modification which restrictions are customary for a financing or replacement thereof, except to the extent any agreement of such amendment, modification or replacement expands the scope of any such restriction or conditiontype; (j) the foregoing shall not apply to customary provisions in joint venture agreements and other venture, operating or similar agreements applicable to joint ventures permitted by Section 6.04;agreements; and (k) customary the foregoing shall not apply to any restriction or condition existing pursuant to any agreement or instrument related to any Indebtedness permitted to be incurred subsequent to the Closing Date under Section 7.2 if (A) the encumbrance and restrictions contained in leasesany such agreement or instrument are, subleasestaken as a whole, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only no less favorable in any material respect to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest Credit Parties than the encumbrances and restrictions contained in this Agreement as in effect as of the Borrower or any Restricted Subsidiary; and Closing Date (m) 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 by the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.MLP) 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 or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the First Lien Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any First Lien Loan Document, or the ABL Loan Documents, (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 documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx6.01(a)(vii), (viii), (xii), (xiii), (xvii), (xxi) or (xxvi) ), and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (56) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary; and (m) 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 could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet 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 or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt[reserved], (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Junior Priority Refinancing Debt; provided that none of such documentation shall prohibit or limit the Lien in favor of the Collateral Agent for the benefit of the Secured Parties with respect to the Secured Obligations as in effect on the Effective Date, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx6.01(a)(xxi) or Section 6.01(a)(xxvi), (xxi6) the ABL Loan Documents, the Second Lien Loan Documents, the FRG First Lien Loan Documents or the FRG Second Lien Loan Documents or (xxvi) and (67) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (56) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses licenses, sublicenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Lead Borrower or any Restricted other Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt any Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions related to creditworthiness of the tenant contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth creditworthiness provisions would could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower 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 or limits the ability of prohibits: (a) any Loan Party to createfrom creating, incur, assume incurring or suffer permitting to exist any Lien upon any of their respective properties its property or revenues, whether now owned assets to secure the Obligations (as the Obligations are in effect on the date on which such agreement or hereafter acquired, for arrangement is entered into and after giving effect to the benefit applicable anti-assignment provisions of the Secured Parties UCC and/or any other applicable requirement of law); or (b) any Restricted Subsidiary that is not a Loan Party from paying dividends or other distributions with respect to the Secured Obligations or under the Loan Documentsany of its Capital Stock; provided provided, that the foregoing shall not apply to: (ai) restrictions and conditions imposed by (1) Requirements of Lawlaw, (2) by any Loan Document, or the ABL Loan Documents, (3) by any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Debt, any Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness Permitted Unsecured Refinancing Debt, any Permitted First Priority Incremental Equivalent Debt, any Permitted Junior Priority Incremental Equivalent Debt, any Permitted Unsecured Incremental Equivalent Debt, any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to in reliance on Section 6.01(a)(xx6.01(a), (xxiSection 6.01(b)(ii), Section 6.01(b)(xi), Section 6.01(b)(xiii), Section 6.01(b)(xviii) and/or Section 6.01(b)(xxv) or any Refinancing Indebtedness in respect of any of the foregoing Indebtedness, or (xxvix) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing which exist on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except (y) to the extent contractual obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such amendmentIndebtedness so long as such renewal, modification extension or replacement expands refinancing does not materially expand the scope of any such restriction or conditioncontractual obligation; (cii) customary restrictions and conditions contained in agreements relating to the any sale of a Subsidiary or any assets pending such sale; provided provided, that such restrictions and conditions apply only to the Subsidiary Person or assets property that is or are to be sold and such sale is permitted hereundersold; (diii) customary provisions restrictions and conditions (x) on any Foreign Subsidiary by the terms of any Indebtedness, Disqualified Stock or Preferred Stock of such Foreign Subsidiary permitted to be incurred hereunder or (y) by the terms of the documentation governing any Receivables Facility that in leases, licenses and other contracts restricting the assignment thereofgood faith determination of the Borrower are necessary or advisable to effect such Receivables Facility; (eiv) restrictions or conditions imposed by any agreement relating to secured Secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the Person obligated under such Indebtedness and its subsidiaries or the property securing or assets intended to secure such Indebtedness; (fv) any restrictions or conditions set forth in any agreement in effect contractual obligations binding on a Restricted Subsidiary at any the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition); provided that such agreement was contractual obligations were not entered into solely 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 Restricted Subsidiary; (gvi) restrictions or conditions in any 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 imposed by the Loan Documents orterms of the documentation governing any Indebtedness, in the case Disqualified Stock or Preferred Stock of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such a Restricted Subsidiary and its Subsidiariesof the Borrower that is not a Loan Party, which Indebtedness, Disqualified Stock or Preferred Stock is permitted by Section 6.01; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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; (jvii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 6.046.03 or as Permitted Investments and applicable solely to such joint venture entered into in the ordinary course of business; (kviii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis; (ix) restrictions on cash, other deposits or net worth imposed by customers or governmental or regulatory bodies under contracts entered into in the ordinary course of business; (x) Secured Indebtedness otherwise permitted to be incurred under Sections 6.01 and 6.02 that limits the right of the obligor to dispose of the assets securing such Indebtedness; (xi) restrictions (A) set forth in any agreement for any disposition of any Restricted Subsidiary (or all or substantially all of the assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such disposition and/or (B) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement or that would result in the occurrence of the Termination Date; (xii) restrictions set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (xiii) any restriction created in connection with any factoring program implemented in the ordinary course of business, so long as in the case of any prohibition on Liens, the relevant restriction relates solely to assets subject to such factoring program and the Capital Stock of any Person participating in such factoring program; (xiv) any encumbrances or restrictions of the type referred to in clauses (a) and (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obliga tions referred to in clauses (i) through (xii) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive with respect to such encum brance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (xv) customary restrictions contained subordination and/or subrogation provisions set forth in guaranty or similar documentation (not relating to Indebtedness for borrowed money) that is entered into in the ordinary course of business; and (xvi) customary provisions in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to and other contracts restricting the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained thereof, in real property leases each case entered into by Subsidiaries, so long as in the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability ordinary course of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon: (a) the ability of any Loan Party Subsidiary to create, incur, assume pay dividends or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties other distributions with respect to any shares of its capital stock or (b) the Secured Obligations ability of any Subsidiary to make or under repay loans or advances to the Loan DocumentsBorrower or any other Subsidiary; provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by law, rule, regulation or regulatory administrative agreement or determination (1including those imposed by HMO Regulations and Insurance Regulations) Requirements of Lawor by this Agreement, (2ii) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date date hereof identified on Schedule 7.06 and any extensionall refinancings, renewalextensions, amendment, modification or replacement renewals and replacements thereof, except to (iii) restrictions and conditions contained in agreements entered into in the extent any ordinary course of business of the Borrower and the Subsidiaries; provided that such amendmentrestrictions and conditions are not materially more restrictive as a whole than those imposed by HMO Regulations and Insurance Regulations or those identified on Schedule 7.06, modification or replacement expands the scope of any such restriction or condition; (civ) 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 or are to be sold and such sale is permitted hereunder; , (dv) customary provisions in leasesany Lien permitted under Section 7.03 (including the assets or property subject to such Lien), licenses and other contracts restricting the assignment thereof; (evi) restrictions imposed contained in documents or agreements evidencing Indebtedness or Liens incurred by the Borrower or any agreement relating to secured Indebtedness permitted by this Agreement to Subsidiary of the extent Borrower which is outstanding on the Closing Date and restrictions contained in documents evidencing any replacement, refinancing, renewal or extension thereof (provided such restriction applies only to the property securing such Indebtedness; (f) restrictions contained in documents evidencing any restrictions replacement, refinancing, renewal or conditions set forth in any agreement extension are not materially more restrictive than those in effect on the Closing Date), (vii) restrictions binding on a Person at any the time any Person such Subsidiary becomes a Restricted Subsidiary (but not any modification or amendment expanding of the scope of any Borrower, so long as such restriction or condition); provided that such agreement was restrictions 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 Restricted Subsidiary; , (gviii) restrictions or conditions arising in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to connection with the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Restricted Debt Permitted Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hix) restrictions binding on cash joint ventures or the equity interests in joint ventures and (x) restrictions preventing the assignment or Permitted Investments) transfer of licenses, leases or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationscontracts.

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 or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt[reserved], (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Junior Priority Refinancing Debt, Permitted Parity Priority Refinancing Debt or Permitted Second First Priority Refinancing Debt; provided that none of such documentation shall prohibit or limit the Lien in favor of the Collateral Agent for the benefit of the Secured Parties with respect to the Secured Obligations as in effect on the Effective Date, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx6.01(a)(xxi) or Section 6.01(a)(xxvi), (xxi6) the ABL Loan Documents, the First Lien Loan Documents, the FRG First Lien Loan Documents or the FRG Second Lien Loan Documents or (xxvi) and (67) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (56) above; (b) customary restrictions and conditions in any agreements, instruments, deeds or leases existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses licenses, sublicenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Lead Borrower or any Restricted other Subsidiary; (g) restrictions or conditions in any 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, in the case of Restricted Debt any Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions related to creditworthiness of the tenant contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth creditworthiness provisions would could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

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 or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document or any “Loan Document, or ” (as defined in the ABL Loan DocumentsExisting Credit Agreement), (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Junior Priority Refinancing Debt, (5) any documentation governing Indebtedness of a Restricted Subsidiary that is not a Loan Party incurred pursuant to Section 6.01(a)(xx6.01 and that do not apply to any Loan Party, (6) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(v) (but only to the extent applicable to the assets financed by such Indebtedness (and replacements, additions, accessions and improvements to or proceeds of such assets and other assets financed by the same lender)), (xxi) vi), (vii), (viii), (x), (xi), (xii), (xiii), (xiv), (xviii), (xxv), (xxvi), (xxix), (xxx), or (xxvi) xxxiv), and (67) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (56) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses licenses, sublicenses and other contracts (including licenses and sublicenses of Intellectual Property) restricting the assignment thereofassignment, license, sublicense, transfer or security interest thereof or assets subject thereto; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary (other than such Person that has become a Restricted Subsidiary); (g) restrictions or conditions in any 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, in the case of Restricted Debt Financing, or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 shareholders agreements, joint venture agreements, organization 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, in each case, permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases or other contracts entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of Holdings, the Borrower and its Subsidiaries to meet their ongoing obligations; (n) [reserved]; (o) 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); (p) restrictions created in connection with any Qualified Securitization Facility; (q) any restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of intellectual property in the ordinary course of business; (r) any restrictions that arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (s) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Effective 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 encumbrances or restriction applies only during the continuance of a default relating to such agreement or instrument; and (t) any FCC License.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to to, directly or indirectly, enter into any agreementinto, instrument, deed create or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon any of their respective properties or revenuesRestrictive Agreement, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply toexcept for: (a) limitations or restrictions and conditions imposed by (1) Requirements of Law, (2) contained in any Loan Document, Document or any New Credit Agreement Loan Document (as in effect as of the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxARCA Effective Date), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary limitations or restrictions and conditions existing on the Effective Date and any extension, renewal, amendment, modification under or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope by reason of any such restriction or conditionRequirement of Law; (c) customary restrictions and conditions contained in agreements relating with respect to the sale of a any Restricted Subsidiary or any of its assets contained in any agreement for the Disposition of all of the Equity Interests of, or any of the assets of, such Restricted Subsidiary pending such saleDisposition; provided that (i) such restrictions and conditions shall apply only to the Restricted Subsidiary that is, or assets that is or are to be sold are, the subject of such Disposition and (ii) such sale Disposition is permitted hereunder; (d) limitations or restrictions contained in contracts and agreements outstanding on the ARCA Effective Date and identified on Schedule 6.06 and renewals, extensions, refinancings or replacements thereof; provided that the foregoing restrictions set forth in this Section 6.06 shall apply to any amendment or modification to, or any renewal, extension, refinancing or replacement of, any such contract or agreement that would have the effect of expanding the scope of any such limitation or restriction; (e) customary provisions restrictions or limitations in leases, licenses and leases or other contracts restricting the assignment thereofthereof or the assignment of the property that is the subject of such lease; (ef) restrictions or conditions of the type described in clause (a) of the definition of Restrictive Agreements imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent or Liens permitted under Section 6.02 if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 Restricted Subsidiary; (g) limitations or restrictions or conditions in any 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, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 contained in joint venture agreements, partnership agreements and other similar agreements applicable with respect to a joint ventures permitted by Section 6.04; (k) customary restrictions contained in leasesownership arrangement restricting the disposition or distribution of assets or property of such joint venture, subleasespartnership or other joint ownership entity, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such encumbrances or restrictions relate only are not applicable to the property or assets subject thereto;of any other Person; and (lh) customary provisions restricting subletting limitations or assignment restrictions contained in any agreement or instrument to which any Person is a party at the time such Person is merged or consolidated with or into, or the Equity Interests of any lease governing a leasehold interest of such Person are otherwise acquired by, the Borrower or any Restricted Subsidiary; and provided that such restriction or limitation (mi) customary net worth provisions contained in real is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property leases entered into by Subsidiariesor assets of such Person, so long as the Borrower has determined acquired and (ii) is not incurred in good faith that connection with, or in contemplation of, such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsmerger, consolidation or acquisition.

Restrictive Agreements. The Borrower (a) No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or permit to enter into exist or become effective any agreement, instrument, deed consensual encumbrance or lease that prohibits or limits restriction on the ability of any such Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply its Restricted Subsidiaries to: (ai) restrictions and conditions imposed by (1) Requirements pay dividends or make any other distributions on its Capital Stock to the Company or any of Law, (2) its Restricted Subsidiaries or with respect to any Loan Documentother interest or participation in, or measured by, its profits, or pay any indebtedness owed to the ABL Loan DocumentsCompany or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (ii) make loans or advances to any Borrower; or (iii) sell, (3) lease or transfer any documentation governing Incremental Equivalent Debt, (4) of its properties or assets to any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) aboveBorrower; (b) customary The restrictions in clauses (i), (ii) and conditions (iii) of Section 6.09(a) will not apply to encumbrances or restrictions existing under or by reason of: (i) agreements as in effect as of the Closing Date and specified on Schedule 6.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not, in the good faith judgment of the Board of Directors, materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date; (ii) the Loan Documents and the Term Loan Documents; (iii) applicable law, rule, regulation, order, approval, license, permit or similar restriction (whether or not existing on the Effective Date 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 conditionClosing Date); (civ) restrictions and conditions contained in agreements relating to the sale (A) any instrument governing Indebtedness or Capital Stock of a Subsidiary Person acquired by any Borrower 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement of its Restricted Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any time any Person becomes a Restricted Subsidiary (but not any modification Person, or amendment expanding the scope properties or assets of any such restriction Person, other than the Person, or conditionthe property or assets of the Person, so acquired and does not in the good faith judgment of the Board of Directors materially adversely affect the ability of any Borrower to make scheduled payments of interest and principal on the Loans or Reimbursement Obligations (including, in each case, at final maturity thereof); 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 Restricted Subsidiary; (g) restrictions or conditions in any 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 orthat, in the case of Restricted Debt FinancingIndebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred and (B) any amendment, modification, replacement or refinancing thereof; provided, however, that such encumbrances or restrictions are market terms at not, in the time good faith judgment of issuance the Board of Directors, materially more restrictive, taken as a whole, with respect to encumbrances or restrictions set forth in clauses (i), (ii) and are imposed solely on (iii) of Section 6.09(a) than such Restricted Subsidiary and its Subsidiariesencumbrances or restrictions prior to such amendment, modification, replacement or refinancing; (hv) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (vi) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased (plus improvements and accessions to such property, or assets or proceeds or distributions thereof) of the nature described in Section 6.09(a)(iii); (vii) any agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition; (viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not, in the good faith judgment of the Board of Directors, will not materially and adversely affect any Borrower’s ability to make anticipated principal or interest payments on the Loans or Reimbursement Obligations (including, in each case, at final maturity thereof) (as determined in good faith by the Company); (ix) Liens permitted to be incurred under Section 6.02 that limit the right of the debtor to dispose of the assets subject to such Liens (plus improvements and accessions to such property, or assets or proceeds or distributions thereof); (x) customary provisions in joint venture agreements or other similar agreements entered into in the ordinary course; (xi) customary provisions in Permitted Swap Obligations; (xii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, licensing agreements and other similar agreements entered into with the approval of the Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xiii) restrictions on cash (or Permitted Investments) or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course of business business; (xiv) restrictions in other Indebtedness incurred in compliance with Section 6.01; provided that such restrictions, taken as a whole, in the good faith judgment of the Board of Directors, will not materially and adversely affect any Borrower’s ability to make anticipated principal or other restrictions interest payments on cash the Loans or deposits constituting Permitted EncumbrancesReimbursement Obligations (including, in each case, at final maturity thereof) (as determined in good faith by the Company); (ixv) restrictions set forth encumbrances on Schedule 6.09 and property that exist at the time such property was acquired by 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, which encumbrance is not applicable to any other properties or assets of any Person; (xvi) restrictions applicable to Foreign Subsidiaries of the Company that are not Loan Parties, arising under the documentation governing Indebtedness of such Foreign Subsidiaries that is permitted to be incurred by this Agreement; (xvii) Indebtedness of other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity; (xviii) encumbrances or restrictions consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (xix) customary guarantees by the Company of non-Indebtedness obligations of a Subsidiary set forth in leases, licenses and other agreements entered into by the Subsidiary in the ordinary course of business; and (mxx) customary net worth provisions restrictions or conditions contained in real property leases any trading, netting, operating, construction, service, supply, purchase or other agreement to which any Borrower or any of its Restricted Subsidiaries is a party entered into by Subsidiaries, so long as in the Borrower has determined in good faith ordinary course of business; provided that such net worth provisions would agreement prohibits the encumbrance of solely the property or assets of such Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not reasonably extend to any other asset or property of such Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary. For purposes of determining compliance with this Section 6.09, the subordination of loans or advances made to any Borrower or a Restricted Subsidiary to other Indebtedness incurred by such Borrower or any such Restricted Subsidiary shall not be expected to impair deemed a restriction on the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsmake loans or advances.

Restrictive Agreements. (a) The Borrower will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan DocumentsDocuments as in effect on the Closing Date and the Factoring Agreement as in effect on the Closing Date, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Second Priority Refinancing Debt or Permitted Second First Priority Refinancing Debt, Debt (54) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi6.01(a)(xxiii) and (65) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (53) above, in each case, so long as such restrictions are not more restrictive in any material respect than the corresponding restrictions set forth in this Agreement and such restrictions, in any event, permit the Collateral Agent’s Liens on the Collateral; (bii) customary restrictions and conditions existing on the Effective Closing Date and set forth as Schedule 6.09(a) 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; (ciii) 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; (div) customary provisions in leases, licenses subleases, licenses, sublicenses and other contracts restricting the assignment thereof; (ev) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement (other than any secured Indebtedness referred to in clause (a) above) to the extent such restriction applies only to the property securing such Indebtedness; (fvi) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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; (gvii) restrictions or conditions in any 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, in the case of Restricted Debt Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hviii) customary restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (ix) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; and (x) customary net worth provisions contained in real property leases entered into by Restricted 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 to meet their ongoing obligations. (b) The Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist any encumbrance or restriction which prohibits or otherwise restricts the ability of any Restricted Subsidiary to (A) make Restricted Payments or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (B) make loans or advances to the Borrower or any of its Restricted Subsidiaries, (C) transfer any of its properties or assets to the Borrower or any Subsidiary Loan Party or (D) other than any Excluded Subsidiary, act as a Loan Guarantor and pledge its assets pursuant to the Loan Documents, except in each case for prohibitions or restrictions existing under or by reason of: (i) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, ABL Loan Document and the Factoring Agreement as in effect on the Closing Date, or (3) so long as such restrictions are not more restrictive in any material respect on the Borrower or any of its Restricted Subsidiaries than those set forth in this Agreement, (I) any documentation governing Permitted Unsecured Refinancing Debt, Permitted Second Priority Refinancing Debt or Permitted First Priority Refinancing Debt, (II) any documentation governing Permitted Ratio Debt and (III) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in this subclause (3)(I) through (III); (ii) restrictions deemed to exist by virtue of fiduciary duties, or civil, criminal, or personal liability imposed under applicable law on officers and directors of Foreign Subsidiaries of the Borrower; (iii) restrictions and conditions existing on the Closing Date and set forth as Schedule 6.09 6.09(b) 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; (jiv) (x) restrictions in connection with Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary that is not a Loan Party, and (y) other restrictions in connection with Indebtedness permitted to be incurred hereunder, so long as, in each case, such restrictions, when taken as a whole, would not materially impair the ability of the Borrower to meet its payment obligations under the Loan Documents; (v) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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; and (vi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon: (a) the ability of any Loan Party Subsidiary to create, incur, assume pay dividends or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties other distributions with respect to any shares of its capital stock or (b) the Secured Obligations ability of any Subsidiary to make or under repay loans or advances to the Loan DocumentsBorrower or any other Subsidiary; provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by law, rule, regulation or regulatory administrative agreement, undertaking or determination (1including those imposed by HMO Regulations and Insurance Regulations) Requirements of Lawor by this Agreement, (2ii) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date date hereof identified on Schedule 7.06 and any extensionall refinancings, renewalextensions, amendment, modification or replacement renewals and replacements thereof, except to (iii) restrictions and conditions contained in agreements entered into in the extent any ordinary course of business of the Borrower and the Subsidiaries; provided that such amendmentrestrictions and conditions are not materially more restrictive as a whole than those imposed by HMO Regulations and Insurance Regulations or those identified on Schedule 7.06, modification or replacement expands the scope of any such restriction or condition; (civ) 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 or are to be sold and such sale is permitted hereunder; , (dv) customary provisions in leasesany Lien permitted under Section 7.03 (including the assets or property subject to such Lien), licenses and other contracts restricting the assignment thereof; (evi) restrictions imposed contained in documents or agreements evidencing Indebtedness or Liens incurred by the Borrower or any agreement relating to secured Indebtedness permitted by this Agreement to Subsidiary of the extent Borrower which is outstanding on the Closing Date and restrictions contained in documents evidencing any replacement, refinancing, renewal or extension thereof (provided such restriction applies only to the property securing such Indebtedness; (f) restrictions contained in documents evidencing any restrictions replacement, refinancing, renewal or conditions set forth in any agreement extension are not materially more restrictive than those in effect on the Closing Date), (vii) restrictions binding on a Person at any the time any Person such Subsidiary becomes a Restricted Subsidiary (but not any modification or amendment expanding of the scope of any Borrower, so long as such restriction or condition); provided that such agreement was restrictions 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 Restricted Subsidiary; , (gviii) restrictions binding on joint ventures or conditions the equity interests in any 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 joint ventures and conditions in the Loan Documents or, in the case of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hix) restrictions on cash (preventing the assignment or Permitted Investments) transfer of licenses, leases or other deposits imposed by agreements entered into in the ordinary course of business (or other 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 similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligationscontracts.

Restrictive Agreements. of the Credit Agreement (Multi-Year Revolving Credit Agreement) dated as of August 25, 2004 (the "Multi-Year Agreement"), among Enterprise Products Operating L.P., Wachovia Bank, National Association, as Administrative Agent, Issuing Bank and Swingline Lender, the Lenders party thereto, Citibank, N.A. and JPMorgan Chase Bank, as Co-Syndication Agents for such Lenders, and Mizuho Corporate Bank, Ltd., SunTrust Bank and The Bank of Nova Scotia, as Co-Documentation Agents for such Lenders, provides that (capitalized terms not defined herein shall have the meanings assigned to such terms in the Multi-Year Agreement): The Borrower [Enterprise Products Operating L.P.] will not, and will not permit any of its Subsidiaries (other than Project Finance Subsidiaries) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, (i) the Borrower and the Subsidiaries may make Restricted Payments necessary to fund the Program, (ii) the Borrower may make Restricted Payments from Available Cash (as defined in the Partnership Agreement) from Operating Surplus (as defined in the Partnership Agreement) cumulative from January 1, 1999 through the date of such Restricted Payment, (iii) in connection with the consummation of the GulfTerra Merger Transactions, the Borrower may distribute its 50% membership interest in GT Energy Company LLC and its 10.9 million Series C units and 2.9 million common units in GT Energy Partners, L.P. to the Limited Partner, and (iv) any Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon may buy back any of their respective properties its own Equity Interests; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary shall be prohibited from upstreaming dividends or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the ABL Loan Documents, (3) any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xx), (xxi) or (xxvi) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing on the Effective Date 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; (c) 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; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted 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 payments to the Borrower or any Restricted Subsidiary (which is not a Project Finance Subsidiary; (g) restrictions or conditions in any 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 ormaking, in the case of Restricted Debt Financingany Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, are market terms at ratable dividends or payments, as the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 6.09 and any extensioncase may be, renewal, amendment, modification or replacement thereof, except to the extent any other owners of Equity Interests in such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; (k) 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; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) 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 Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist any Restricted Subsidiary to enter into agreement or other arrangement that prohibits, restricts or imposes any agreement, instrument, deed or lease that prohibits or limits condition upon: (a) the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned assets to secure the Obligations; (b) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or hereafter acquired, for the benefit of the Secured Parties other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Secured Obligations Borrower or under any other Restricted Subsidiary or to guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; or (c) the ability of any Restricted Subsidiary that is not a Loan DocumentsParty to sell, lease or transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries; provided that the foregoing shall not apply to: (ai) restrictions and conditions imposed by (1) Requirements of Lawlaw, (2) by any Loan Document, or the ABL Loan Documents, (3) by any documentation governing Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted First Priority Incremental Equivalent Debt, any Permitted Junior Priority Incremental Equivalent Debt, any Permitted Unsecured Incremental Equivalent Debt, any Indebtedness, Disqualified Stock or Preferred Stock incurred in reliance on Section 6.01(a) or sub-clause (5x) any documentation governing Indebtedness incurred pursuant of the lead-in to Section 6.01(a)(xx), (xxi6.01(b)(xiii) or any Refinancing Indebtedness in respect of any of the foregoing Indebtedness, or which (xxvix) and (6) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (5) above; (b) customary restrictions and conditions existing exist on the Effective Date and any extension, renewal, amendment, modification or replacement thereof, except (y) to the extent contractual obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such amendmentIndebtedness so long as such renewal, modification extension or replacement expands refinancing does not materially expand the scope of any such restriction or conditioncontractual obligation; (cii) customary restrictions and conditions contained in agreements relating to the any sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary Person or assets property that is or are to be sold and such sale is permitted hereundersold; (diii) customary provisions restrictions and conditions (x) on any Foreign Subsidiary by the terms of any Indebtedness, Disqualified Stock or Preferred Stock of such Foreign Subsidiary permitted to be incurred hereunder or (y) by the terms of the documentation governing any Receivables Facility that in leases, licenses and other contracts restricting the assignment thereofgood faith determination of the Borrower are necessary or advisable to effect such Receivables Facility; (eiv) restrictions or conditions imposed by any agreement relating to secured Secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the Person obligated under such Indebtedness and its subsidiaries or the property securing or assets intended to secure such Indebtedness; (fv) any restrictions or conditions set forth in any agreement in effect contractual obligations binding on a Restricted Subsidiary at any the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition); provided that such agreement was contractual obligations were not entered into solely 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 Restricted Subsidiary; (gvi) restrictions or conditions in any 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 imposed by the Loan Documents orterms of the documentation governing any Indebtedness, in the case Disqualified Stock or Preferred Stock of Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such a Restricted Subsidiary and its Subsidiariesof the Borrower that is not a Loan Party, which Indebtedness, Disqualified Stock or Preferred Stock is permitted by Section 6.01; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other 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; (jvii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 6.046.03 or as Permitted Investments and applicable solely to such joint venture entered into in the ordinary course of business; (kviii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis; (ix) restrictions on cash, other deposits or net worth imposed by customers or governmental or regulatory bodies under contracts entered into in the ordinary course of business; (x) Secured Indebtedness otherwise permitted to be incurred under Sections 6.01 and 6.02 that limits the right of the obligor to dispose of the assets securing such Indebtedness; (xi) any encumbrances or restrictions of the type referred to in clauses (a) and (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive 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; and (xii) customary restrictions contained provisions in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to and other contracts restricting the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained thereof, in real property leases each case entered into by Subsidiaries, so long as in the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability ordinary course of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.