Common use of Clauses Restricting Subsidiary Distributions Clause in Contracts

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 in a transaction otherwise permitted by this Agreement, (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreementrestriction pursuant to a Permitted Securitization Financing, (iv) any restrictions contained in documents relating governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to joint ventures result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in any agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the Loan Documents, (vii) restrictions contained in any QPC Indenture as in effect on the Restatement Effective Date, (viii) [reserved], (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only solely to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or conditions imposed by as required in any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debtfranchise permit, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viiixi) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in 7.2(d) to the good faith judgment extent prohibiting transfers of the Borrower, no more restrictive assets financed with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityIndebtedness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; Subsidiary and (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereundertherein; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) restrictions which are not more restrictive than those customary net worth provisions contained in this Agreement contained real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as the Borrower has determined in any documents governing any Indebtedness incurred in accordance with good faith that such net worth provisions would not reasonably be expected to impair the provisions ability of this Agreementthe Borrower and its Restricted Subsidiaries to meet their ongoing obligations, (iv) any documents relating restrictions contained in agreements related to joint ventures to the extent that such joint ventures are Indebtedness of any Non-Guarantor Subsidiary not prohibited hereunderunder Section 7.2 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(aa), (v) customary restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions limiting the disposition or distribution of assets or property contained in joint venture agreements and other similar agreements applicable to Joint Ventures, which limitation is applicable only to the assets that are the subject of such agreements, (viii) customary provisions in agreements entered into in the ordinary course restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.4 or 7.5, (x) any agreement in effect at the time any Person becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Restricted Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such Person becoming a Restricted Subsidiary, which encumbrance or restriction applies only is not applicable to such Person and assetsany Person, (vi) or the properties or assets of any agreementPerson, including with respect to Indebtednessother than the Person, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing of the Person, so acquired; provided that, in the case of Indebtedness, such debtIndebtedness was permitted hereby, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viiixi) restrictions on cash or other deposits imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted customers under Section 7.2 that are, taken as a whole, contracts entered into in the good faith judgment ordinary course of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitybusiness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Indentures), (iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Subsidiary prior to the date on which it became a Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iiivii) any encumbrances or restrictions which are not more restrictive than those contained in this Agreement applicable solely to a Foreign Subsidiary and contained in any documents governing Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness incurred in accordance with the provisions of this Agreement, permitted by Section 8.2(k) if (ivA) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as either (x) such agreement was not entered into solely in contemplation of such Investment and (y) such the encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including in the event of a payment default or a default with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary financial covenant contained in the terms of such Foreign Subsidiary; agreement or instrument or (viiy) with respect the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the restrictions Lenders than is customary in clause comparable financings (cas determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions or and conditions imposed by contained in any agreement relating to secured debt the Disposition of any property permitted by this Agreement if Section 8.5 pending the consummation of such restrictions or conditions apply only to the property or assets securing such debtDisposition, and (yxii) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein joint venture agreements and other similar agreements applicable to joint ventures and (viiixiii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, encumbrance or restriction in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary agreements related to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityPermitted Securitization.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock capital stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) restrictions which are not more restrictive than those contained in this Agreement contained in under any documents agreement governing any Capital Lease Obligations or Indebtedness incurred in accordance with secured by Liens permitted by Section 6.02, so long as such restrictions apply only to the provisions of this Agreementassets subject to such Liens or relating to such Capital Lease Obligations, as the case may be, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) restrictions under any agreement in effect at the time a Person became a Subsidiary listed on Schedule 6.09 and any replacement or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation refinancing of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, each case so long as the Borrower shall have determined in good faith aggregate amount of the Indebtedness incurred under the relevant agreement or any replacement or refinancing thereof is not increased above the amount outstanding on the Closing Date and the relevant restrictions are not made more restrictive after the Closing Date and (v) restrictions under any agreement of any Person that becomes a Restricted Subsidiary after the Closing Date that existed prior to the time such Person became a Restricted Subsidiary, provided that such restrictions will are not adversely affect created in contemplation of or in connection with such acquisition, and any material respect its replacement or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans refinancing thereof so long as the restrictions are not made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitymore restrictive.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (Holdings other than a Securitization Entity) Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan DocumentsDocuments or the Material Documents (and any future agreements with restrictions no more burdensome, in the good faith determination of the Borrowers, than those contained in any of the foregoing); (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Subsidiary; (iii) restrictions which are not the provisions contained in any agreement governing indebtedness existing as of the Effective Date (and in any refinancing of such indebtedness so long as no more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, respective existing indebtedness); (iv) customary provisions restricting subletting or assignment of any documents relating to joint ventures to lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Lien, so long as (x) such agreement was Lien is not entered into solely in contemplation of prohibited hereunder and such Investment and (y) such encumbrance restrictions or restriction applies conditions relate only to the specific asset subject to such Person and assets, Lien; (vi) customary provisions restricting assignment of any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets contract entered into by any Borrower or any Subsidiary of such Foreign Subsidiary; any Borrower in the ordinary course of business, (vii) with respect any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in clause connection with or in anticipation of the respective acquisition; (c)viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) restrictions or conditions imposed customary net worth provisions contained in real property leases entered into by Subsidiaries of any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the applicable Borrower shall have has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations, (xi) restrictions will not adversely affect in respect of the REMIC Certificates and the real property assets related thereto, the Intellectual Property held by KCD IP, LLC and any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by proceeds of the Borrower or any foregoing, (xii) restrictions governing a Subsidiary to any of Holdings in connection with a Credit Card Royalty Securitization, and (xiii) such other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity restrictions as the Borrowers and Agent may be subject to customary repayment restrictions required by the lenders to such Securitization Entityagree.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Senior Secured Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) restrictions which are not more restrictive than those customary net worth provisions contained in this Agreement contained Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as the Borrower has determined in any documents governing any Indebtedness incurred in accordance with good faith that such net worth provisions would not reasonably be expected to impair the provisions ability of this Agreementthe Borrower and its Restricted Subsidiaries to meet their ongoing obligations, (iv) any documents restrictions contained in agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 6.2 (in which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 6.3(g) and 6.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to the extent that such joint ventures are any Disposition of Property not prohibited hereunder, (vx) any agreement in effect at the time any Person becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Restricted Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment Person becoming a Restricted Subsidiary and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (xxi) restrictions on cash or conditions other deposits imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or customers under contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, entered into in the good faith judgment ordinary course of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitybusiness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower New Holdings or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments in, the Borrower New Holdings or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower New Holdings or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments (or any agreement governing any Permitted Refinancing in respect of the Term Loans, so long as any such restriction contained in such refinancing agreement is not materially less favorable to the Lenders that that which exists as of the Effective Date), (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) applicable law, (iv) restrictions which in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and in any agreements governing any refinancing thereof if such restrictions are not no more restrictive than those contained in this Agreement contained the agreements as in any documents effect on the Effective Date governing any the Indebtedness incurred in accordance with the provisions of this Agreementbeing renewed, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunderextended or refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any agreement of its Restricted Subsidiaries, in effect at each case entered into in the time ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under subsection 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Person became a Restricted Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assetsbecoming a Restricted Subsidiary, (viix) any agreement, including with respect to Indebtedness, customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions business or limitations are only with respect to such Foreign Subsidiary net worth provisions in leases and its assets or any Subsidiary other agreements entered into in the ordinary course of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c)business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions or conditions on deposits imposed by under contracts entered into in the ordinary course of business; and (xii) any agreement relating to secured debt restrictions under any Indebtedness permitted by this Agreement subsection 8.2 if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, are no more restrictive with respect to the Borrower or any Subsidiary New Holdings and its Restricted Subsidiaries than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitythose contained under this Agreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreementapplicable law, (iv) customary provisions restricting subletting or assignment of any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunderlease governing a leasehold interest of a Subsidiary, (v) any Lien permitted by Section 8.3 restricting the transfer of the property subject thereto, (vi) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sales and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, (vii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by this Agreement or the Loan Documents; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancings, (viii) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business, (ix) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted under Section 8.5 pending the consummation of such sale, (x) any agreement applicable to such Subsidiary in effect at the time a Person became such Subsidiary becomes a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7of the Borrower, so long as (x) such agreement was not entered into solely in connection with or in contemplation of such Investment and person becoming a Subsidiary of such Borrower, (yxi) such restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (xii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction applies only is not applicable to such Person and assetsany Person, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property properties or assets securing such debtof any Person, and (y) customary provisions in leases, licenses other than the Person or contracts restricting assignability the properties or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment assets of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, Person so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entityacquired.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to the assets of such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; Subsidiary and (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereundertherein; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Restatement Effective Date (including the Indentures), (iii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iiivii) any encumbrances or restrictions which are not more restrictive than those contained in this Agreement applicable solely to a Foreign Subsidiary and contained in any documents governing Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness incurred in accordance with the provisions of this Agreement, permitted by Section 8.2 if (ivA) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as either (x) such agreement was not entered into solely in contemplation of such Investment and (y) such the encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including in the event of a payment default or a default with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary financial covenant contained in the terms of such Foreign Subsidiary; agreement or instrument or (viiy) with respect the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the restrictions Lenders than is customary in clause comparable financings (cas determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Restatement Effective Date, (xi) customary restrictions or and conditions imposed by contained in any agreement relating to secured debt the Disposition of any property permitted by this Agreement if Section 8.5 pending the consummation of such restrictions or conditions apply only to the property or assets securing such debtDisposition, and (yxii) customary provisions in leasesjoint venture agreements and other similar agreements applicable to joint ventures, licenses (xiii) any encumbrance or contracts restriction in agreements related to any Permitted Securitization, (xiv) any holder of a Lien permitted by Section 8.3(k) restricting assignability or subleasing prohibit the granting transfer of Liens on the rights property subject thereto, (xv) customary restrictions and conditions contained therein and (viii) restrictions imposed by in any agreement governing Indebtedness incurred after relating to the Restatement Effective Date and sale of any property permitted under Section 7.2 that are8.5 pending the consummation of such sale and (xvi) customary provisions in partnership agreements, taken as a wholelimited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the good faith judgment ordinary course of business that restrict the Borrowertransfer of ownership interests in such partnership, no more restrictive with respect to the Borrower limited liability company or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitysimilar person.

Clauses Restricting Subsidiary Distributions. Enter Except pursuant to the Senior Notes Indenture, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to: (other than a Securitization Entity) to (ai) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments inHoldings, the Borrower or any other Restricted Subsidiary of the Borrower or (cii) transfer any of its assets to make Investments in the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, in either case except for such encumbrances or restrictions existing under or by reason of of: (ia) any restrictions on Investments existing under the Loan DocumentsDocuments or under the documentation governing Indebtedness permitted to be incurred under Section 7.2(t) provided such restrictions are not more restrictive, taken as a whole, than those contained herein ; (iib) any restrictions with respect to a such Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Restricted Subsidiary; (iiic) restrictions which are not more restrictive than those customary net worth provisions contained in this Agreement Real Property leases entered into by Holdings, the Borrower and its Restricted 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 Holdings the Borrower and its Restricted Subsidiaries to meet their ongoing obligations; (d) any restrictions contained in agreements related to Indebtedness of any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are Non-Guarantor Subsidiary not prohibited hereunder, under Section 7.2 (vin which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries); (e) any agreement in effect at the time any Person becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Restricted Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment and Person becoming a Restricted Subsidiary; (yf) such encumbrance restrictions on cash or restriction applies only other deposits imposed by customers under contracts entered into in the ordinary course of business; (g) restrictions contained in agreements related to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary secured Indebtedness permitted pursuant to this Agreement so long as such prohibitions Sections 7.2(c), 7.2(j) or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii7.2(s) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if extent that such restrictions or conditions apply only to the property or assets securing such debtIndebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness; (h) any restrictions regarding licenses or sublicenses by Holdings, the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (yin which case such restriction shall relate only to such Intellectual Property); (i) customary provisions in leases, licenses or contracts Contractual Obligations restricting assignability or subleasing prohibit the granting assignment of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment ordinary course of business; (j) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the Borrower, no more restrictive with respect to ordinary course of business; (k) customary provisions restricting the Borrower subletting or assignment of any Subsidiary than lease governing a leasehold interest; and (l) customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect and conditions contained in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary agreement relating to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner Disposition of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityProperty not prohibited hereunder.

Clauses Restricting Subsidiary Distributions. Enter Except for the agreements listed on Schedule 6.8 (and any successor agreement thereto in connection with the replacement or refinancing thereof; provided, that the provisions of such successor agreement, when taken as a whole, are no more restrictive those contained in the agreement to which it is a successor), enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets Assets of such Subsidiary (in which case, any restriction shall only be effective against such Capital Stock or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Assets), (iiiii) restrictions which are not more restrictive than those contained any agreements with joint venture partners in this Agreement contained in any documents governing any Indebtedness incurred in accordance connection with the provisions of joint ventures permitted by this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (viii) any agreement in effect at the time a any Person became becomes a Subsidiary of the Borrower (including by way of merger or assets consolidation) and any successor agreement thereto in connection with the replacement or refinancing thereof; provided, that the provisions of such successor agreement, when taken as a whole, are first acquired pursuant no more restrictive those contained in the agreement to an Investment permitted under Section 7.7which it is a successor; and provided further, so long as (x) that such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assetsbecoming a Subsidiary, (viiv) any agreement, including with respect to Indebtedness, solely in the case of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c)) above, (x) restrictions or conditions imposed by any agreement relating to secured debt governing any Lien otherwise permitted by this Agreement if such restrictions hereby (in which case, any prohibition or conditions apply limitation shall only to be effective against the property or assets securing such debt, covered thereby) and (yv) solely in the case of clause (c) above, customary provisions in leases, licenses or and other contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entityassignment thereof.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) any restrictions which set forth in the agreement governing any Junior Indebtedness so long as the restrictions set forth therein are not materially more restrictive than those contained the corresponding provisions in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this AgreementLoan Documents, (iv) any documents relating to joint ventures to agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the extent that such joint ventures are not prohibited hereunderassets financed thereby), (v) restrictions and conditions existing on the date hereof identified on Schedule 8.14 (but not to any agreement in effect at amendment or modification expanding the time a Person became a Subsidiary scope or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) duration of any such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance restriction or restriction applies only to such Person and assetscondition), (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt Liens permitted by this Agreement if but solely to the extent that such restrictions or conditions apply only to the property or assets securing subject to such debtpermitted Lien, and (yvii) customary provisions in leases, licenses or and other contracts entered into in the ordinary course of business restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and assignment thereof, (viii) customary restrictions imposed by in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (ix) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred after the Restatement Effective Date and or permitted to exist under Section 7.2 that are8.2, taken as (x) any agreement or arrangement already binding on a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, when it is acquired so long as the Borrower shall have determined such agreement or arrangement was not created in good faith that anticipation of such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entityacquisition and (xi) applicable law.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary or such assets other than to the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 extent permitted hereunder, (iii) any restrictions which are not more restrictive than those contained set forth in this Agreement contained in the documentation for the Term Facility or any documents governing Junior Indebtedness or any Indebtedness incurred in accordance with Permitted Amendment or Refinancing of any of the provisions of this Agreementforegoing, (iv) any documents restrictions contained in agreements related to Indebtedness of (A) the Borrower or any Subsidiary Guarantor with respect to the disposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (v) any restrictions regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of use) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures to entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (vviii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.04 or 7.05, (x) any agreement in effect at the time any Person becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Restricted Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment Person becoming a Restricted Subsidiary and (yxi) such encumbrance restrictions in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on Liens and asset dispositions in favor of any holder of Indebtedness for borrowed money permitted under Section 7.03 but only if such negative pledge or restriction applies only to such Person expressly permits Liens for the benefit of the Agent and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) 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 and (xiii) negative pledges and restrictions on Liens and asset dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clause (c), clauses (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (yxi) customary provisions in leasesabove; provided that such amendments, licenses modifications, restatements, renewals, increases, supplements, refundings, replacements or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that refinancings are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary such encumbrance and other restrictions than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders those prior to such Securitization Entityamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock capital stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) restrictions which are not more restrictive than those contained in this Agreement contained in under any documents agreement governing any Capital Lease Obligations or Priority Indebtedness incurred in accordance with the provisions of this Agreementpermitted by Section 6.01, (iv) restrictions under any documents relating to joint ventures to agreement listed on Schedule 6.09 and any replacement or refinancing of such agreement, in each case so long as the extent that such joint ventures aggregate amount of the Indebtedness incurred under the relevant agreement or any replacement or refinancing thereof is not increased above the amount outstanding on the Closing Date and the relevant restrictions are not prohibited hereundermade more restrictive after the Closing Date, (v) restrictions under any agreement in effect at of any Person that becomes a Restricted Subsidiary after the Closing Date that existed prior to the time a such Person became a Subsidiary Restricted Subsidiary, provided that such restrictions are not created in contemplation of or assets are first acquired pursuant to an Investment permitted under Section 7.7in connection with such acquisition, and any replacement or refinancing thereof so long as (x) such agreement was the restrictions are not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assetsmade more restrictive, (vi) customary non-assignment provisions contained in any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions contract or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary lease that restrict transfer of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions contract or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debtlease, and (yvii) customary provisions in leasespartnership agreements, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein limited liability company organizational documents, joint venture agreements, shareholder agreements and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive similar agreements with respect to non-Affiliated Persons that restrict the Borrower transfer of Equity Interests in such partnership, limited liability company, joint venture, corporation or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitysimilar entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or the Second Lien Loan Documents as in effect on the date hereof, (ii) any restrictions with respect to a such Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) any restrictions which are not more restrictive than those contained in this Agreement contained agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreementwhich case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (iv) any documents restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (v) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vi) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures to entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (vvii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (viii) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.4 or 7.5, (ix) any agreement in effect at the time any Person becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of becoming a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to in effect on the property or assets securing such debtClosing Date and listed on Schedule 7.12, (xi) applicable law, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viiixii) restrictions on cash or other deposits or net worth imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted customers under Section 7.2 that are, taken as a whole, contracts entered into in the good faith judgment ordinary course of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitybusiness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions which and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not more restrictive than those contained created in this Agreement contained contemplation of or in any documents governing any Indebtedness incurred in accordance connection with such Person becoming a Restricted Subsidiary or the provisions of this Agreementagreements being assumed, (iv) any documents relating to joint ventures to restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the extent that such joint ventures restrictions set forth therein are not prohibited hereundernot, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreement agreements governing any purchase money Liens or Finance Lease Obligations otherwise permitted hereby (in effect at which case, any prohibition or limitation shall only be effective against the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assetsfinanced thereby), (vi) any agreement, including with respect restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to Indebtedness, the extent Schedule 8.14 of a Foreign Subsidiary permitted the Disclosure Letter is updated pursuant to this Agreement so long as Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such prohibitions restriction or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (ccondition), (xvii) restrictions or conditions imposed by any agreement relating to secured debt Liens permitted by this Agreement if but solely to the extent that such restrictions or conditions apply only to the property or assets securing subject to such debtpermitted Lien, and (yviii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or contracts Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignability or subleasing prohibit assignment of any agreement entered into in the granting ordinary course of Liens on the rights contained therein and business, (viiixiv) restrictions imposed by any agreement governing Indebtedness incurred after Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the Restatement Effective Date and permitted under Section 7.2 that areterms of any license, taken as a wholeauthorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the good faith judgment ordinary course of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitybusiness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (Holdings other than a Securitization Entity) Loan Party or Sears Canada and its Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, ; (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Subsidiary; (iii) restrictions which are not the provisions contained in any existing indebtedness (and in any refinancing of such indebtedness so long as no more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, respective existing indebtedness so refinanced); (iv) customary provisions restricting subletting or assignment of any documents relating to joint ventures to lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Lien, so long as (x) such agreement was Lien is not entered into solely in contemplation of prohibited hereunder and such Investment and (y) such encumbrance restrictions or restriction applies conditions relate only to the specific asset subject to such Person and assets, Lien; (vi) customary provisions restricting assignment of any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets contract entered into by any Borrower or any Subsidiary of such Foreign Subsidiary; any Borrower in the ordinary course of business, (vii) with respect any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in clause connection with or in anticipation of the respective acquisition; (c)viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) restrictions or conditions imposed customary net worth provisions contained in real property leases entered into by Subsidiaries of any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the applicable Borrower shall have has determined in good faith that such restrictions will net worth provisions could not adversely affect in any material respect its or any Subsidiary’s obligations or reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitymeet their ongoing obligations.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such Subsidiary its Equity Interests held by, or pay any Indebtedness owed to, by the Borrower or any other Subsidiary of the Borrowera Restricted Subsidiary, (b) make loans or advances to, or pay any Indebtedness or other Investments in, obligation owed to the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of of: (i) any encumbrances or restrictions existing under this Agreement and the other Loan Documents, ; (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Restricted Subsidiary; (iii) encumbrances or restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) under any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment governing Capital Lease Obligations secured by Liens permitted under by Section 7.76.02, so long as such restrictions apply only to the assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be; (iv) encumbrances or restrictions under any agreement listed on Schedule 6.09 as in effect on the Closing Date; (v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary after the Closing Date that existed prior to the time such Person became a Restricted Subsidiary; provided that such restrictions are not created in contemplation of or in connection with such acquisition; (vi) any other instrument or agreement entered into after the Closing Date that contains encumbrances and restrictions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans; (vii) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (viii) non-assignment provisions of any contract or lease entered into in the ordinary course of business; (ix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale; (x) encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such agreement was not Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (xi) encumbrances or restrictions relating to any Lien on any asset or property at the time of acquisition of such asset or property by the Borrower or any Restricted Subsidiary; (xii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture, corporation or similar Person; (xiii) encumbrances or restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into solely in contemplation the ordinary course of business; (xiv) Indebtedness incurred in compliance with Section 6.01(c) that imposes restrictions of the nature described in clause (c) above on the assets acquired; (xv) with respect to clause (c) only, any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such Investment and provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements; (yxvi) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction applies only restricts the transfer of the property subject to such Person and assets, security agreements or mortgages; (vixvii) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions encumbrances or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Restatement Effective Date and permitted under contracts, agreements, instruments or obligations referred to in this Section 7.2 that are6.09; provided that, taken as a whole, in the good faith judgment of determined by the Borrower, no such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to the Borrower such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions refinancings or (b) will not materially adversely affect in any material respect its or any Subsidiarythe Borrower’s obligations or ability to make any payments required hereunder; provided that loans made on the Loans; (xviii) encumbrances or restrictions imposed by the Borrower Senior Notes; and (xix) (xviii) encumbrances or restrictions imposed on any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner member of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityMatch Group in connection with the Match Transactions.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any Subsidiary (other than an Excluded Subsidiary) to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) restrictions which are not more restrictive than those contained any agreement or instrument governing Indebtedness assumed in this Agreement contained in any documents governing any Indebtedness incurred in accordance connection with the provisions acquisition of this Agreementassets by the Borrower or any Subsidiary permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any documents relating Lien permitted by Section 6.2 imposed by the holder of such Lien or on the transfer of assets subject to joint ventures to a Disposition permitted by Section 6.4 imposed by the extent that acquirer of such joint ventures are not prohibited hereunderassets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein), (vi) restrictions contained in the terms of any agreement agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in effect at violation of this Agreement; provided that, such restrictions relate only to the time a Person became a Subsidiary property financed with such Indebtedness, (vii) restrictions on cash or assets are first acquired pursuant to an Investment permitted other deposits imposed by customers under Section 7.7, so long as (x) such agreement was not contracts or other arrangements entered into solely or agreed to in contemplation the ordinary course of such Investment business, (viii) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices, or (yix) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (viii) above; provided, however, that the provisions relating to such encumbrance or restriction applies only to contained in any such Person and assetsIndebtedness amendment, (vi) any agreementmodification, including with respect to Indebtednessrestatement, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions increase, supplement, refunding, replacement, or limitations refinancing are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that arenot materially less favorable, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary and its Subsidiaries and the Lenders, than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders provisions relating to such Securitization Entityencumbrance or restriction contained in agreements referred to in such clause or in the case of any Indebtedness permitted by clause (n) of the definition of Permitted Indebtedness, this Agreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Qualified Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Dividend Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsCredit Documents or the Subordinated Notes, (ii) imposed pursuant to other Indebtedness incurred pursuant to subsection 8.1 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (iii) on joint ventures permitted under Section 8.6, (iv) applicable to an entity acquired pursuant to a Permitted Acquisition at the time such entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Permitted Acquisition and apply only to such entity and its subsidiaries; (v) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture Subsidiary; and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) of the foregoing shall not apply to restrictions or conditions (A) that are customary provisions in leases and other contracts restricting the assignment thereof and any right of first refusal and (B) imposed by any agreement relating to secured debt Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityIndebtedness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower New Holdings or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments in, the Borrower New Holdings or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower New Holdings or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments (or any agreement governing any Permitted Refinancing in respect of the Loans, so long as any such restriction contained in such refinancing agreement is not materially less favorable to the Lenders than that which exists as of the Effective Date), (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) applicable law, (iv) restrictions which in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and in any agreements governing any refinancing thereof if such restrictions are not no more restrictive than those contained in this Agreement contained the agreements as in any documents effect on the Effective Date governing any the Indebtedness incurred in accordance with the provisions of this Agreementbeing renewed, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunderextended or refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any agreement of its Restricted Subsidiaries, in effect at each case entered into in the time ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Person became a Restricted Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assetsbecoming a Restricted Subsidiary, (viix) any agreement, including with respect to Indebtedness, customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions business or limitations are only with respect to such Foreign Subsidiary net worth provisions in leases and its assets or any Subsidiary other agreements entered into in the ordinary course of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c)business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions or conditions on deposits imposed by under contracts entered into in the ordinary course of business; and (xii) any agreement relating to secured debt restrictions under any Indebtedness permitted by this Agreement Section 8.2 if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, are no more restrictive with respect to the Borrower or any Subsidiary Group Members than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitythose contained under this Agreement.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary Guarantor, except, in the case of the Borrowereach of clauses (a), except (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments and the VEBA Note Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Subsidiary or assets Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Guarantor, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Borrower or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions which are not more restrictive than those on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in this Agreement contained in the terms of any documents agreements governing any Indebtedness purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in accordance with the provisions violation of this Agreement, provided that, such restrictions relate only to the Property financed with such Indebtedness, (ivvii) restrictions contained in any documents Existing Agreement, (viii) restrictions contained in any agreement relating to joint ventures any Indebtedness to the extent that such joint ventures are not prohibited hereunderpermitted by the provisions of any Excluded Secured Indebtedness or Additional Secured Indebtedness, (vix) any agreement restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7ordinary course of business, so long as (x) such agreement was not customary non-assignment provisions in leases, contracts, licenses and other agreements entered into solely in contemplation the ordinary course of such Investment business and consistent with past practices (yincluding past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction applies only to contained in any such Person and assetsamendment, (vi) any agreementmodification, including with respect to Indebtednessrestatement, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions increase, supplement, refunding, replacement, or limitations refinancing are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that arenot materially less favorable, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary Group Members and the Lender than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders provisions relating to such Securitization Entityencumbrance or restriction contained in agreements referred to in such clause.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions existing under (x) the Loan Documents, Documents and (y) the Senior Note Documents and any Permitted Refinancing thereof, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Subsidiary, (iii) any restrictions which set forth in the agreement governing any Junior Indebtedness so long as the restrictions set forth therein are not materially more restrictive than those contained the corresponding provisions in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, Loan Documents, (iv) any documents relating to joint ventures to agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the extent that such joint ventures are not prohibited hereunder, assets financed thereby), (v) restrictions and conditions existing on the date hereof identified on Schedule 8.14 (but not to any agreement in effect at amendment or modification expanding the time a Person became a Subsidiary scope or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) duration of any such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance restriction or restriction applies only to such Person and assets, condition), (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt Liens permitted by this Agreement if but solely to the extent that such restrictions or conditions apply only to the property or assets securing subject to such debt, and permitted Lien, (yvii) customary provisions in leases, licenses or and other contracts entered into in the ordinary course of business restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and assignment thereof, (viii) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (ix) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2, (x) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition; (xi) Requirements of Law; (xii) customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5 pending the consummation of such transaction or sale; (xiii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower; (xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired; or (xv) any encumbrances or restrictions imposed by any agreement governing Indebtedness incurred after amendments or refinancings that are otherwise permitted by the Restatement Effective Date and permitted under Section 7.2 Loan Documents or the contracts, instruments or obligations referred to in clause (vi), (x), (xiii) or (xiv) of this Section; provided that are, taken as a whole, in the good faith judgment of the Borrower, such amendments or refinancings are no more materially restrictive with respect to the Borrower such encumbrances and restrictions than those in effect prior to such amendment or any Subsidiary than customary market terms for Indebtedness of such type, so long refinancing (as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made and, if requested by the Borrower or any Subsidiary Administrative Agent, certified in writing to any other Subsidiary that is the Administrative Agent by a Securitization Entity or Responsible Officer of the Borrower); or (xvi) prohibitions, restrictions and conditions contained in agreements relating to a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityPermitted Receivables Facility.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such Subsidiary its Equity Interests held by, or pay any Indebtedness owed to, by the Borrower or any other Subsidiary of the Borrowera Restricted Subsidiary, (b) make loans or advances to, or pay any Indebtedness or other Investments in, obligation owed to the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of of: (i) any encumbrances or restrictions existing under this Agreement and the other Loan Documents, ; (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Restricted Subsidiary; (iii) encumbrances or restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) under any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment governing Capital Lease Obligations secured by Liens permitted under by Section 7.76.02, so long as such restrictions apply only to the assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be; (iv) encumbrances or restrictions under any agreement listed on Schedule 6.09 as in effect on the Closing Date; (v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary after the Closing Date that existed prior to the time such Person became a Restricted Subsidiary; provided that such restrictions are not created in contemplation of or in connection with such acquisition; (vi) any other instrument or agreement entered into after the Closing Date that contains encumbrances and restrictions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans; (vii) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (viii) non-assignment provisions of any contract or lease entered into in the ordinary course of business; (ix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale; (x) encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such agreement was not Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (xi) encumbrances or restrictions relating to any Lien on any asset or property at the time of acquisition of such asset or property by the Borrower or any Restricted Subsidiary; (xii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture, corporation or similar Person; (xiii) encumbrances or restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into solely in contemplation the ordinary course of business; (xiv) with respect to clause (c) only, any encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such Investment and provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements; (yxv) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction applies only restricts the transfer of the property subject to such Person and assets, security agreements or mortgages; (vixvi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions encumbrances or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Restatement Effective Date and permitted under contracts, agreements, instruments or obligations referred to in this Section 7.2 that are6.09; provided that, taken as a whole, in the good faith judgment of determined by the Borrower, no such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to the Borrower such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions refinancings or (b) will not materially adversely affect in any material respect its or any Subsidiarythe Borrower’s obligations or ability to make any payments required hereunderon the Loans; provided that loans made and (xvii) encumbrances or restrictions imposed by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntitySecured Notes.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions or conditions with respect to a Subsidiary of Holdings (other than BA or assets CA) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; provided that such restrictions or conditions apply only to the Subsidiary that is to be Disposed or such the assets other than the Senior Unsecured Note Indenture that are to be Disposed and such other agreements listed on Schedule 7.12 Disposition is permitted hereunder, (iii) restrictions which are not more restrictive than those contained with respect to clause (c) above, customary provisions restricting assignment of any agreement entered into in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions ordinary course of this Agreementbusiness, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c)) above, (x) restrictions or conditions imposed by any agreement relating to secured debt Indebtedness permitted by to be incurred under this Agreement if such restrictions or conditions apply only to the property or assets securing such debtIndebtedness, and (yv) with respect to clause (c) above, customary provisions joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Capital Stock in leasessuch joint venture, licenses or contracts restricting assignability or subleasing prohibit (vi) obligations binding on a Subsidiary at the granting time such Subsidiary first becomes a Subsidiary of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred a Borrower after the Restatement Effective Date and Closing Date, so long as such restriction was not entered into in connection or in contemplation of such Person becoming a Subsidiary, or any permitted under Section 7.2 that areamendment, renewal, extension or refinancing of any such restriction so long as the terms of any such amendment, renewal, extension or refinancing, taken as a whole, in the good faith judgment of the Borrower, no are not more restrictive with respect than such restriction; provided that any such restriction shall only be applicable to the Borrower or relevant Subsidiary so acquired and shall not be applicable to any Subsidiary than customary market terms for other Person, (vii) Indebtedness of such typea Subsidiary of Holdings which is not a Loan Party which is permitted by Section 8.2, (viii) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect relate to the assets subject thereto and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner ordinary course of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitybusiness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) any restrictions which are not more restrictive than those contained set forth in this Agreement contained in the documentation for the Term Facility or any documents governing Junior Indebtedness or any Indebtedness incurred in accordance with Permitted Amendment or Refinancing of any of the provisions of this Agreementforegoing, (iv) any documents restrictions contained in agreements related to Indebtedness of (A) the Borrower or any Subsidiary Guarantor with respect to the disposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (v) any restrictions regarding licenses or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures to entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (vviii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.04 or 7.05, (x) any agreement in effect at the time any Person becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Restricted Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment Person becoming a Restricted Subsidiary and (yxi) such encumbrance restrictions in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on Liens and asset dispositions in favor of any holder of Indebtedness for borrowed money permitted under Section 7.03 but only if such negative pledge or restriction applies only to such Person expressly permits Liens for the benefit of the Agent and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) 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 and (xiii) negative pledges and restrictions on Liens and asset dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clause (c), clauses (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (yxi) customary provisions in leasesabove; provided that such amendments, licenses modifications, restatements, renewals, increases, supplements, refundings, replacements or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that refinancings are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary such encumbrance and other restrictions than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders those prior to such Securitization Entityamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Prepetition Loan Documents, and any restrictions existing under or in connection with any other Indebtedness existing as of the Petition Date which has been assumed or which remains effective after the Petition Date, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement customary provisions in joint venture agreements and similar agreements that has been entered into restrict the transfer of equity interests in connection with the Disposition of all or substantially all joint ventures (which are not Subsidiaries of the Capital Stock Borrower) (in which case such restrictions shall relate only to assets of, or assets of equity interests in, such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 joint venture), (iii) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business (in which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreementcase such restriction shall relate only to such intellectual property), (iv) any documents customary restrictions and conditions contained in agreements relating to joint ventures the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the extent that Subsidiary to be sold and such joint ventures are not prohibited sale is permitted hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtednessrestrictions described in clause (a) of this Section 7.12, of a Foreign Subsidiary restrictions contained in agreements governing Indebtedness permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary by Section 7.2(c) hereof and its assets or any Subsidiary of such Foreign Subsidiary; (viivi) with respect to the restrictions described in clause (c)) of this Section 7.12, (x) restrictions or conditions imposed by any agreement relating to secured debt contained in agreements governing Indebtedness permitted by this Agreement if Section 7.2(e) hereof (as long as such restrictions or conditions apply to the property financed thereby) and (k) (as long as such restrictions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entityapplicable joint venture).

Clauses Restricting Subsidiary Distributions. Enter In the case of any Subsidiary of the Borrower, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for (i) any such encumbrances or restrictions existing under under, or incorporated by reason of (i) any restrictions existing under reference from, the Loan DocumentsDocuments (or are less burdensome than the corresponding Loan Document provision), (ii) any such encumbrances or restrictions with respect to a Subsidiary or assets Guarantor imposed pursuant to an agreement that has been entered into in connection with the any Disposition permitted under Section 7.5 (including any Disposition of all or substantially all of the any Capital Stock or assets of such a Subsidiary Guarantor) or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this any such encumbrance or restriction imposed by any Swap Agreement contained in or any documents governing agreement for fuel supply or fuel transportation entered into by any Indebtedness incurred Loan Party in accordance with the provisions terms of this AgreementAgreement that (A) incorporates any applicable Requirements of Law, (ivB) any documents relating to joint ventures to takes the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, form of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions customary net worth or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) similar liquidity requirement with respect to the restrictions in clause Loan Party that is the counterparty to such Swap Agreement or agreement, (cC) imposes a restriction on the assignment of such Swap Agreement or agreement (and such restriction is otherwise permitted under Section 7.16 and the other terms of the Loan Documents), (xD) restrictions imposes a restriction on the transfer of the commodity or conditions imposed by any fuel that is the subject of such Swap Agreement or fuel supply or fuel transportation agreement relating to secured debt permitted by this Agreement if or (E) imposes a restriction on the disposition of property that is Collateral where the party imposing such restrictions or conditions apply only restriction is a Secured Party subject to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment terms of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityIntercreditor Agreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) Borrowers to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, any of the Borrower Borrowers or any other Subsidiary of the BorrowerBorrowers, (b) make loans or advances to, or other Investments in, any of the Borrower Borrowers or any other Subsidiary of the Borrower Borrowers or (c) transfer any of its assets to any of the Borrower Borrowers or any other Subsidiary of the BorrowerBorrowers, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents agreements governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as under Section 6.2(h) (provided, that (x) such prohibitions or limitations are restriction applies only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, Subsidiaries and (y) customary provisions in leasesat no time shall the aggregate outstanding principal amount of such Indebtedness exceed $50,000,000), licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viiiiv) restrictions imposed by on property subject to a Permitted Lien in favor of the holder of such Lien, (v) restrictions contained in any agreement governing Indebtedness or contractual requirements incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as with respect to a wholeQualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith judgment determination of the Borrowerboard of directors or senior management of the Company, no more restrictive with are necessary to effect such Qualified Receivables Transaction, and (vi) the rights of shareholders of Subsidiaries (other than the Borrowers and their Subsidiaries) to receive dividends in respect to of the Borrower or any Subsidiary than customary market terms for Indebtedness Capital Stock of such type, so long as the Borrower shall have determined in good faith that Subsidiaries owned by such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made shareholders and other rights of such shareholders arising by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner operation of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitylaw.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Restricted Subsidiary; (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement governing Acquired Debt or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) of such agreement was acquisition and not entered into solely in contemplation of such Investment and (y) such thereof, which encumbrance or restriction applies only is not applicable to such Person and assetsany Person, (vi) or the properties or assets of any agreementPerson, including with respect to Indebtednessother than the Person, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing of the Person, so acquired, provided that such debtacquisition is a Permitted Acquisition and, and (y) customary provisions in leasesthe case of Acquired Debt, licenses or contracts restricting assignability or subleasing prohibit such Indebtedness is permitted by this Agreement, provided that the granting of Liens on restrictions contained in the rights contained therein and (viii) restrictions imposed by any agreement agreements governing such Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that areare no more restrictive, taken as a whole, than those contained in the good faith judgment agreements governing the Indebtedness being refinanced; (iv) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case entered into in the ordinary course of business and consistent with past practices, to the extent such provisions restrict the transfer or assignment thereof; (v) any agreement relating to secured Indebtedness otherwise permitted by this Agreement that limits the right of the Borrower, no more restrictive debtor to Dispose of the property subject to such Liens; (vi) provisions with respect to the Borrower Disposition of property in joint venture agreements and other similar agreements entered into in the ordinary course of business, to the extent that the Investment in such joint venture is permitted hereby; and (vii) restrictions on cash or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions deposits required by utility, insurance, surety or bonding companies, in each case, under contracts entered into in the lenders to such Securitization Entityordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary Guarantor, except, in the case of the Borrowereach of clauses (a), except (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments and the VEBA Note Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Subsidiary or assets Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Guarantor, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Borrower or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions which are not more restrictive than those on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in this Agreement contained in the terms of any documents agreements governing any Indebtedness purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in accordance with the provisions violation of this Agreement, provided that, such restrictions relate only to the Property financed with such Indebtedness, (ivvii) restrictions contained in any documents Existing Agreement, (viii) restrictions contained in any agreement relating to joint ventures any Indebtedness to the extent that such joint ventures are not prohibited hereunderpermitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (vix) any agreement restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7ordinary course of business, so long as (x) such agreement was not customary non-assignment provisions in leases, contracts, licenses and other agreements entered into solely in contemplation the ordinary course of such Investment business and consistent with past practices (yincluding past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction applies only to contained in any such Person and assetsamendment, (vi) any agreementmodification, including with respect to Indebtednessrestatement, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions increase, supplement, refunding, replacement, or limitations refinancing are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that arenot materially less favorable, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary Group Members and the Lender than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders provisions relating to such Securitization Entityencumbrance or restriction contained in agreements referred to in such clause.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) any restrictions which are set forth in the Senior Note Indenture, the Senior Subordinated Note Indenture, any Permitted Refinancing Notes or the documentation for any Permitted Subordinated Indebtedness; provided that, in the case of any Permitted Refinancing Notes or Permitted Subordinated Indebtedness, such restrictions shall not be more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred material respect on the Loan Parties than the corresponding restrictions set forth in accordance with the provisions of this AgreementSenior Subordinated Notes and the Senior Subordinated Note Indenture, (iv) any documents restrictions contained in agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Restricted Subsidiaries), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures to entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (vviii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.4 or 7.5, (x) any agreement in effect at the time any Person becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Restricted Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment Person becoming a Restricted Subsidiary and (yxi) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens effect on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Closing Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitylisted on Schedule 7.13.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except except, in each case, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including any indenture in connection with the Transactions and any other transactions expected to be entered into in connection therewith) or in connection with the Transactions and any other transactions expected to be entered into in connection therewith, (iii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable, taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iiivii) any encumbrances or restrictions which are applicable solely to a Restricted Subsidiary that is not more restrictive than those contained in this Agreement a Loan Party and contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreementcredit facility extended to such Restricted Subsidiary, (ivviii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only arising under or in connection with any agreement or instrument relating to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary Indebtedness permitted pursuant to this Agreement so long as such prohibitions by Section 8.2 if the encumbrance or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect restriction is not materially more disadvantageous to the restrictions Lenders, taken as a whole, than is customary in clause comparable financings (cas determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 8.5 pending the consummation of such Disposition, (xii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (xiii) any holder of a Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (xiv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.5 pending the consummation of such sale, (xv) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, (xvi) 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, and (xvii) any restrictions and conditions imposed by any agreement relating amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to secured debt permitted by this Agreement if in clauses (i) through (xviii) above; provided that such restrictions amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a wholerefinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. . Enter into any business, either directly or through any Restricted Subsidiary, except for those businesses in which the Borrower and its Restricted Subsidiaries are engaged on the Closing Date or any Subsidiary than customary market terms for Indebtedness that are reasonably related thereto or similar or complementary thereto or are reasonable extensions thereof, including without limitation the processing, sale and distribution of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entityrecycled plastic resin.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make any payment of a type described in the definition of “Restricted Payments Payment” in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the under, or imposed by (A) any Loan Documents, Document or (B) Applicable Law; (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with (x) the Disposition sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or (y) the sale or disposition of any asset of such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such the encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect the asset to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiarybe disposed; (viiiii) with respect restrictions and conditions contained in documentation relating to a Subsidiary acquired after the restrictions in clause (c)Closing Date, provided that such restriction or condition (x) existed at the time such Person became a Subsidiary and was not created in contemplation of or in connection with such Person becoming a Subsidiary and (y) applies only to such Subsidiary; and (iv) restrictions or conditions imposed contained in the documents governing any Indebtedness secured by any agreement relating to secured debt Liens permitted by under this Agreement if such restrictions or and conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityLiens.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) Borrowers to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, any of the Borrower Borrowers or any other Subsidiary of the BorrowerBorrowers, (b) make loans or advances to, or other Investments in, any of the Borrower Borrowers or any other Subsidiary of the Borrower Borrowers or (c) transfer any of its assets to any of the Borrower Borrowers or any other Subsidiary of the BorrowerBorrowers, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents agreements governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as under Section 6.2(h) (provided, that (x) such prohibitions or limitations are restriction applies only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, Subsidiaries and (y) customary provisions in leasesat no time shall the aggregate outstanding principal amount of such Indebtedness affected by such restriction exceed $50,000,000), licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viiiiv) restrictions imposed by on property subject to a Permitted Lien in favor of the holder of such Lien, (v) restrictions contained in any agreement governing Indebtedness or contractual requirements incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as with respect to a wholeQualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith judgment determination of the Borrowerboard of directors or senior management of the Company, no more restrictive with are necessary to effect such Qualified Receivables Transaction, and (vi) the rights of shareholders of Subsidiaries (other than the Borrowers and their Subsidiaries) to receive dividends in respect to of the Borrower or any Subsidiary than customary market terms for Indebtedness Capital Stock of such type, so long as the Borrower shall have determined in good faith that Subsidiaries owned by such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made shareholders and other rights of such shareholders arising by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner operation of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitylaw.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any Subsidiary (other than an Excluded Subsidiary) to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) restrictions which are not more restrictive than those contained any agreement or instrument governing Indebtedness assumed in this Agreement contained in any documents governing any Indebtedness incurred in accordance connection with the provisions acquisition of this Agreementassets by the Borrower or any Subsidiary permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any documents relating Lien permitted by Section 8.02 imposed by the holder of such Lien or on the transfer of assets subject to joint ventures to a Disposition permitted by Section 8.04 imposed by the extent that acquirer of such joint ventures are not prohibited hereunderassets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein), (vi) restrictions contained in the terms of any agreement agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in effect at violation of this Loan Agreement; provided that, such restrictions relate only to the time a Person became a Subsidiary property financed with such Indebtedness, (vii) restrictions on cash or assets are first acquired pursuant to an Investment permitted other deposits imposed by customers under Section 7.7, so long as (x) such agreement was not contracts or other arrangements entered into solely or agreed to in contemplation the ordinary course of such Investment business, (viii) customary non assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices, or (yix) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (viii) above; provided, however, that the provisions relating to such encumbrance or restriction applies only to contained in any such Person and assetsIndebtedness amendment, (vi) any agreementmodification, including with respect to Indebtednessrestatement, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions increase, supplement, refunding, replacement, or limitations refinancing are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that arenot materially less favorable, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary and its Subsidiaries and the Lender, than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders provisions relating to such Securitization Entityencumbrance or restriction contained in agreements referred to in such clause or in the case of any Indebtedness permitted by clause (x) of the definition of Permitted Indebtedness, this Loan Agreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition (including by way of merger or consolidation) of all or substantially all of the Capital Stock or all or a portion of the assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) customary restrictions which are not more restrictive than those and conditions contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with agreements relating to the provisions sale of this Agreementa Subsidiary or assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is, or the assets that are, to be sold and such sale is permitted hereunder, (iv) any documents agreements relating to joint ventures to Indebtedness permitted by clause (f) of Section 7.2 as long as the extent that such joint ventures applicable restrictions are not prohibited hereunderno more restrictive than the restrictions and conditions in the Loan Documents, (v) agreements relating to secured Indebtedness (or other secured obligations) permitted by this Agreement to the extent the applicable restriction applies only to the property securing such Indebtedness, (vi) any agreement indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of a Permitted Acquisition in effect at the time a Person became a which such Subsidiary or assets are first was acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was and not entered into solely created in contemplation of such Investment and (yPermitted Acquisition) such encumbrance or as long as the applicable restriction applies only to such Person and assetsSubsidiary, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit joint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to the granting Capital Stock of Liens on the rights contained therein such joint venture) and (viii) restrictions imposed customary net worth provisions or similar financial maintenance provisions contained in real property leases entered into by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such typeSubsidiary, so long as the Borrower shall have has determined in good faith that such restrictions will net worth provisions could not adversely affect in any material respect its or any Subsidiary’s obligations or reasonably be expected to impair the ability to make any payments required hereunder; provided that loans made by of the Borrower or any Subsidiary and the Subsidiaries to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by meet their ongoing obligations under the lenders to such Securitization EntityLoan Documents.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the any Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the any Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the any Borrower or any other Subsidiary of the such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets (other than a Borrower) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 permitted hereunder, (iii) restrictions which are not more restrictive than those contained in this Agreement contained in and conditions imposed by applicable law or any documents governing Governmental Authority or Government-Sponsored Enterprise (including pursuant to regulatory restrictions (including, for the avoidance of doubt, “financial requirements” imposed pursuant to PMIERs and similar restrictions imposed by any Indebtedness incurred in accordance Government-Sponsored Enterprise and agreements with the provisions of this Agreementany Governmental Authority or Government-Sponsored Enterprise)), (iv) any documents relating to joint ventures to restrictions imposed on Subsidiaries that are borrowers under any Mortgage Secured Financings so long as the extent that restrictions are imposed only on the Subsidiary borrowers under such joint ventures are not prohibited hereunder, Mortgage Secured Financings and such Subsidiaries have no material businesses other than mortgage originations and related activities and (v) any agreement in effect at the time a Person became contractual restriction of a Subsidiary or assets are first existing on the date such Subsidiary is acquired pursuant to an Investment permitted under Section 7.7, (so long as (x) as, in respect of any such agreement was contractual prohibition, such prohibition is not entered into solely incurred in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (cacquisition), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such Subsidiary its Equity Interests held by, or pay any Indebtedness owed to, by the Borrower or any other Subsidiary of the Borrowera Restricted Subsidiary, (b) make loans or advances to, or pay any Indebtedness or other Investments in, obligation owed to the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of of: (i) any encumbrances or restrictions existing under this Agreement and the other Loan Documents, ; (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Restricted Subsidiary; (iii) encumbrances or restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) under any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment governing Capital Lease Obligations secured by Liens permitted under by Section 7.76.02, so long as such restrictions apply only to the assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be; (iv) encumbrances or restrictions under any agreement listed on Schedule 6.09 as in effect on the Closing Date; (v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary after the Closing Date that existed prior to the time such Person became a Restricted Subsidiary; provided that such restrictions are not created in contemplation of or in connection with such acquisition; (vi) any other instrument or agreement entered into after the Closing Date that contains encumbrances and restrictions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans; (vii) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (viii) non-assignment provisions of any contract or lease entered into in the ordinary course of business; (ix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale; (x) encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such agreement was not Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (xi) encumbrances or restrictions relating to any Lien on any asset or property at the time of acquisition of such asset or property by the Borrower or any Restricted Subsidiary; (xii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture, corporation or similar Person; (xiii) encumbrances or restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into solely in contemplation the ordinary course of business; (xiv) with respect to clause (c) only, any encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such Investment and provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements; (yxv) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction applies only restricts the transfer of the property subject to such Person and assets, security agreements or mortgages; (vixvi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions encumbrances or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Restatement Effective Date and permitted under contracts, agreements, instruments or obligations referred to in this Section 7.2 that are6.09; provided that, taken as a whole, in the good faith judgment of determined by the Borrower, no such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to the Borrower such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions refinancings or (b) will not materially adversely affect in any material respect its or any Subsidiarythe Borrower’s obligations or ability to make any payments required hereunderon the Loans; provided that loans made and (xvii) encumbrances or restrictions imposed by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntitySenior Notes.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such Subsidiary its Equity Interests held by, or pay any Indebtedness owed to, by the Borrower or any other Subsidiary of the Borrowera Restricted Subsidiary, (b) make loans or advances to, or pay any Indebtedness or other Investments in, obligation owed to the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of of: (i) any encumbrances or restrictions existing under this Agreement and the other Loan Documents, ; (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Restricted Subsidiary; (iii) encumbrances or restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) under any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment governing Capital Lease Obligations secured by Liens permitted under by Section 7.76.02, so long as such restrictions apply only to the assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be; (iv) encumbrances or restrictions under any agreement listed on Schedule 6.09 as in effect on the Closing Date; (v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary after the Closing Date that existed prior to the time such Person became a Restricted Subsidiary; provided that such restrictions are not created in contemplation of or in connection with such acquisition; (vi) any other instrument or agreement entered into after the Closing Date that contains encumbrances and restrictions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans; (vii) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (viii) non-assignment provisions of any contract or lease entered into in the ordinary course of business; (ix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale; (x) encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such agreement was not Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (xi) encumbrances or restrictions relating to any Lien on any asset or property at the time of acquisition of such asset or property by the Borrower or any Restricted Subsidiary; (xii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture, corporation or similar Person; (xiii) encumbrances or restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into solely in contemplation the ordinary course of business; (xiv) Indebtedness incurred in compliance with Section 6.01(c) that imposes restrictions of the nature described in clause (c) above on the assets acquired; (xv) with respect to clause (c) only, any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such Investment and provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements; (yxvi) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction applies only restricts the transfer of the property subject to such Person and assets, security agreements or mortgages; and (vixvii) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions encumbrances or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Restatement Effective Date and permitted under contracts, agreements, instruments or obligations referred to in this Section 7.2 that are6.09; provided that, taken as a whole, in the good faith judgment of determined by the Borrower, no such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to the Borrower such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions refinancings or (b) will not materially adversely affect in any material respect its or any Subsidiarythe Borrower’s obligations or ability to make any payments required hereunder; provided that loans made by on the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityLoans.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of (a) any Subsidiary of the Borrower (other than a Securitization Entity) to (aA) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (bB) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (cC) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, or (b) any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) restrictions which restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement in effect on the Restatement Date (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations, conditions and prohibitions are not no more restrictive restrictive, taken as a whole, than those contained set forth in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of such existing indentures, agreements or instruments (including this Agreement), (iv) any documents relating to restrictions consisting of customary provisions contained in leases, licenses and joint ventures to the extent that such joint ventures are not prohibited hereunderand other agreements, (v) prohibitions or conditions under applicable law, rule or regulation, (vi) any agreement or instrument in effect at the time a Person first became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of the date such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its agreement or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made instrument is otherwise assumed by the Borrower or any of its Subsidiaries, so long as such agreement or instrument was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower or such assumption, (vii) customary provisions in organizational documents, asset sale and stock sale agreements and other similar agreements that restrict the transfer of, or Liens on, ownership interests in any partnership, limited liability company or similar Person, (viii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to above, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other Subsidiary entity, (ix) any prohibition or limitation that is restricted subletting or assignment of, or Lien on, leasehold interests contained in any lease or sublease governing a Securitization Entity leasehold interest of the Borrower or a partner Subsidiary, (x) any agreements governing any purchase money Liens or direct equity owner Capital Lease Obligations otherwise permitted hereby to the extent any prohibition or limitation restricts Liens on the assets financed thereby, (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords or customers under contracts entered into in the ordinary course of a Securitization Entity may be subject business, (xii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition which encumbrance or restriction is not applicable to customary repayment any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired or (xiii) any encumbrances or restrictions required imposed by any amendments or refinancings that are otherwise permitted by the lenders Loan Documents or the contracts, instruments or obligations referred to in clauses (vi) or (xii) above, provided that the encumbrance or restriction under such Securitization Entityamendment or refinancing is no less favorable to the Lenders than that which existed under the contract, investment or obligation that has been amended or refinanced and was permitted under clause (vi) above.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower New Holdings or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower New Holdings or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower New Holdings or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments (or any agreement governing any Permitted Refinancing in respect of the Term Loans, so long as any such restriction contained in such refinancing agreement is not materially less favorable to the Lenders that that which exists as of the Effective Date), (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) applicable law, (iv) restrictions which in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and in any agreements governing any refinancing thereof if such restrictions are not no more restrictive than those contained in this Agreement contained the agreements as in any documents effect on the Effective Date governing any the Indebtedness incurred in accordance with the provisions of this Agreementbeing renewed, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunderextended or refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any agreement of its Subsidiaries, in effect at each case entered into in the time a Person became ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under subsection 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so agreement relating to any Capital Stock or Indebtedness incurred by such Subsidiary on or prior to the date on which such Subsidiary was acquired by New Holdings and outstanding on such date as long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assetsbecoming a Subsidiary, (viix) any agreement, including with respect to Indebtedness, customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions business or limitations are only with respect to such Foreign Subsidiary net worth provisions in leases and its assets or any Subsidiary other agreements entered into in the ordinary course of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c)business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions or conditions on deposits imposed by under contracts entered into in the ordinary course of business; and (xii) any agreement relating to secured debt restrictions under any Indebtedness permitted by this Agreement subsection 8.2 if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, are no more restrictive with respect to the Borrower or any Subsidiary New Holdings and its Subsidiaries than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitythose contained under this Agreement.

Clauses Restricting Subsidiary Distributions. Enter The Issuer will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower Issuer or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower Issuer or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower Issuer or any other Subsidiary Guarantor, except, in the case of the Borrowereach of clauses (a), except (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsSecured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Subsidiary or assets Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Guarantor, (iii) restrictions which are not more restrictive than those contained any agreement or instrument governing Indebtedness assumed in this Agreement contained in any documents governing any Indebtedness incurred in accordance connection with the provisions acquisition of this Agreementassets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any documents relating Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to joint ventures to a Disposition permitted by Section 6.12 imposed by the extent that acquirer of such joint ventures are not prohibited hereunderassets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded Secured Indebtedness or Additional Secured Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7ordinary course of business, so long as (x) such agreement was not customary non-assignment provisions in leases, contracts, licenses and other agreements entered into solely in contemplation the ordinary course of such Investment business and consistent with past practices (yincluding past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction applies only to contained in any such Person and assetsamendment, (vi) any agreementmodification, including with respect to Indebtednessrestatement, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions increase, supplement, refunding, replacement, or limitations refinancing are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that arenot materially less favorable, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary Group Members and the Noteholders than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders provisions relating to such Securitization Entityencumbrance or restriction contained in agreements referred to in such clause.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held byExcept as provided herein, or pay any Indebtedness owed toin documentation relating to the Specified Refinancing Debt, the Borrower Permitted Pari Passu Secured Refinancing Debt, Permitted Junior Refinancing Debt, Incremental Equivalent Debt or any other Subsidiary of the Borrower, (b) make loans or advances toPermitted Refinancing thereof, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets with respect to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (ion any non-Loan Party) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing documentation evidencing the Indebtedness of any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment non-Loan Party expressly permitted under Section 7.77.03, so long as (x) such agreement was not or except for restrictions in any one or more agreements governing Indebtedness entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Closing Date that contain encumbrances and permitted under Section 7.2 other restrictions that are, taken as a whole, in the good faith judgment of the Borrower, (A) no more restrictive in any material respect with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such typethose encumbrances and other restrictions that are in effect on the Closing Date pursuant to agreements and instruments in effect on the Closing Date or (B) no more disadvantageous to the Lenders than the Loan Documents, so long as the Borrower shall have determined in good faith that not, nor shall it permit any of the Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (a) pay dividends or make any other distributions on any of such restrictions will not adversely affect in any material respect its or any Restricted Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made Equity Interests owned by the Borrower or any other Restricted Subsidiary; (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; (c) make loans or advances to the Borrower or any other Restricted Subsidiary; (d) transfer any of its property or assets to the Borrower or any other Restricted Subsidiary, other than (in the case of each of paragraphs (a) through (d) above) restrictions: (i) in agreements evidencing secured Indebtedness permitted under this Agreement and that comply with clauses (A) or (B) above; (ii) by reason of customary provisions restricting assignments, subletting, sublicensing or other transfers contained in leases or subleases, licenses or sublicenses, joint venture agreements and similar agreements existing on the Closing Date or entered into in the ordinary course of business; (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement; (iv) in any agreement binding on any Person or assets acquired by the Borrower or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such agreement was entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 7.03; (v) in any agreement for the sale or other disposition of a Subsidiary that is a Securitization Entity restricts distributions by that Restricted Subsidiary pending the sale or a partner other disposition; (vi) in provisions in agreements or direct equity owner instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interest of a Securitization Entity may be Person other than on a pro rata basis; (vii) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (viii) provisions limiting the Disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (ix) agreements governing Indebtedness outstanding on the Closing Date and listed on Schedule 7.09; (x) Liens permitted by Section 7.01 that limit the right of the Borrower or any Restricted Subsidiary to Dispose of assets subject to such Lien; (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein); (xii) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary repayment restrictions required by in agreements of such type or are of the lenders type existing under the agreements listed on Schedule 7.09 and which shall apply only to such Securitization EntityForeign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries; (xiii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments, obligations or arrangements referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, in any material respect, than those contained in the contracts, instruments, obligations or arrangements prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings; (xiv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements; and (xv) restrictions imposed by requirements of Law.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to Loan Party to: (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, Loan Party, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or Loan Party;, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions existing under the Loan Documents, the ABL Credit Documents or Indebtedness permitted by Sections 7.03 (e) (solely with respect to the party and its subsidiaries to such Hedge Agreement), (f), (h), (j) (solely with respect to the party and its subsidiaries to such Indebtedness), (r) and, (s) (solely with respect to clauses (b) and (c) above) and (aa) and, provided that such permitted Indebtedness contains restrictions are, taken as a whole, no more disadvantageous to the Lenders than those contained in this Agreement or the Secured Notes, clauses (v) and (w); (ii) any restrictions encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Restatement Date; (iii) any encumbrance or restriction with respect to a Loan Party or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by a Loan Party or its Subsidiary and outstanding on such date, which encumbrance or restriction is not applicable to such Loan Party or its Subsidiaries, or the properties or assets of such Loan Party or a Subsidiary thereof, other than the Subsidiary, or the property or assets of the Subsidiary, so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary and, provided that such Indebtedness contains restrictions are, taken as a whole, no more disadvantageous to the Lenders than those contained in this Agreement or the Secured Notes; (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in subsection (i), (ii) or (iii) of this Section or this subsection (iv) or contained in any amendment to an agreement referred to in subsection (i), (ii) or (iii) of this Section or this subsection (iv); provided that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Loan Party in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement; (v) with respect to subsection (c), any encumbrance or restriction (A) that restricts the subletting, assignment, subleasing, sublicensing or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Loan Party or a Subsidiary of a Loan Party to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (vi) any restrictions (related to the assets being sold) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all disposition of the Capital Stock Equity Interests or assets of such a Loan Party or a Subsidiary thereof; (vii) any encumbrances or such assets other than the Senior Unsecured Note Indenture restrictions applicable solely to a Foreign Subsidiary and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing credit facility extended to any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect provided that such encumbrances and restrictions do not extend to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and Subsidiary that is not a Foreign Subsidiary; (viii) restrictions imposed on transfers of assets pursuant to a Lien permitted by Section 7.01; and (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Indebtedness incurred Equity Interests of any Person other than a wholly owned Subsidiary of a Loan Party that is acquired after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityDate.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) applicable law or any restrictions with respect to a Subsidiary rule, regulation or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 order, (iii) customary non-assignment provisions or restrictions which are not more restrictive than those contained in this Agreement on cash or other deposits contained in any documents contract or any lease governing a leasehold interest of any Indebtedness incurred in accordance with the provisions of this AgreementGroup Member, (iv) restrictions on the transfer of assets subject to any documents relating to joint ventures to Lien permitted under this Agreement imposed by the extent that holder of such joint ventures are not prohibited hereunderLien, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and to sell assets or Capital Stock permitted under Section 7.2 that arethis Agreement to any Person pending the closing of such sale, taken as a whole, (vi) customary provisions in joint venture agreements and other similar agreements entered into by the good faith judgment Borrower or one of the Borrower, no more restrictive with respect to its Subsidiaries and any Person (other than the Borrower or any Subsidiary than customary market Affiliate of the Borrower), in each case, relating solely to the respective joint venture or similar entity or the equity interests therein and entered into in the ordinary course of business, (vii) purchase money obligations (including any capitalized lease obligations) relating to property acquired in the ordinary course of business, (viii) restrictions imposed under the Elvis Operating Company Charter Documents, as in effect on the Closing Date or (ix) restrictions imposed on any Permitted Joint Venture under the terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityNon-Recourse Indebtedness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerLoan Party, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Loan Party or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Second Lien Term Loan Documents and any agreement governing Permitted Second Lien Indebtedness (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exits in the Second Lien Term Loan Documents), any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date), (ii) customary provisions in joint venture agreements and similar agreements that restrict the transfer of equity interests in joint ventures (in which case such restrictions shall relate only to assets of, or equity interests in, such joint venture or any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of holding company which may hold the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 joint venture), (iii) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business (in which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, case such restriction shall relate only to such intellectual property); (iv) any documents customary restrictions and conditions contained in agreements relating to joint ventures the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the extent that Subsidiary to be sold and such joint ventures are not prohibited sale is permitted hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtednessrestrictions described in clause (a) of this Section 7.12, of a Foreign Subsidiary restrictions contained in agreements governing Indebtedness permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary by Section 7.2(c) hereof; and its assets or any Subsidiary of such Foreign Subsidiary; (viivi) with respect to the restrictions described in clause (c)) of this Section 7.12, (x) restrictions or conditions imposed by any agreement relating to secured debt contained in agreements governing Indebtedness permitted by this Agreement if Section 7.2(e) (as long as such restrictions or conditions apply to the property financed thereby) and (k) hereof (as long as such restrictions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entityapplicable joint venture).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary or such assets other than to the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 extent permitted hereunder, (iii) any restrictions which are not more restrictive than those contained set forth in this the documentation for any Junior Indebtedness, the ABL Credit Agreement contained in or any documents governing Permitted Amendment or Refinancing of any Indebtedness incurred in accordance with of the provisions of this Agreementforegoing, (iv) any documents restrictions contained in agreements related to Indebtedness of (A) the Borrower or any Subsidiary Guarantor with respect to the disposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (v) any restrictions regarding licenses or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures to entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (vviii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.04 or 7.05, (x) any agreement in effect at the time any Person becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Restricted Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment Person becoming a Restricted Subsidiary and (yxi) such encumbrance restrictions in effect on the First Amendment Effective Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on Liens and asset dispositions in favor of any holder of Indebtedness for borrowed money permitted under Section 7.03 but only if such negative pledge or restriction applies only to such Person expressly permits Liens for the benefit of the Agent and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) 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 and (xiii) negative pledges and restrictions on Liens and asset dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clause (c), clauses (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (yxi) customary provisions in leasesabove; provided that such amendments, licenses modifications, restatements, renewals, increases, supplements, refundings, replacements or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that refinancings are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary such encumbrance and other restrictions than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders those prior to such Securitization Entityamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (Holdings other than a Securitization Entity) Loan Party or Sears Canada to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, ; (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Subsidiary; (iii) restrictions which are not the provisions contained in any existing indebtedness (and in any refinancing of such indebtedness so long as no more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, respective existing indebtedness so refinanced); (iv) customary provisions restricting subletting or assignment of any documents relating to joint ventures to lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Lien, so long as (x) such agreement was Lien is not entered into solely in contemplation of prohibited hereunder and such Investment and (y) such encumbrance restrictions or restriction applies conditions relate only to the specific asset subject to such Person and assets, Lien; (vi) customary provisions restricting assignment of any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets contract entered into by any Borrower or any Subsidiary of such Foreign Subsidiary; any Borrower in the ordinary course of business, (vii) with respect any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in clause connection with or in anticipation of the respective acquisition; (c)viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) restrictions or conditions imposed customary net worth provisions contained in real property leases entered into by Subsidiaries of any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the applicable Borrower shall have has determined in good faith that such restrictions will net worth provisions could not adversely affect in any material respect its or any Subsidiary’s obligations or reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitymeet their ongoing obligations.

Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Domestic Subsidiary of the Borrower (other than a Securitization Entity) Company to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerLoan Party, (b) make loans or advances to, or other Investments in, the Borrower Company or any other Subsidiary of the Borrower Loan Party or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, any Unsecured Note Indenture, any agreements governing Indebtedness permitted by Section 7.2(m) and any agreement governing Permitted Refinancing Indebtedness in respect thereof (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in this Agreement) and any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date), (ii) customary provisions in joint venture agreements and similar agreements that restrict the transfer of equity interests in joint ventures (in which case such restrictions shall relate only to assets of, or equity interests in, such joint venture or any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of holding company which may hold the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 joint venture), (iii) any restrictions regarding licenses or sublicenses by the Company and its Subsidiaries of intellectual property in the ordinary course of business (in which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, case such restriction shall relate only to such intellectual property); (iv) any documents customary restrictions and conditions contained in agreements relating to joint ventures the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the extent that Subsidiary to be sold and such joint ventures are not prohibited sale is permitted hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtednessrestrictions described in clause (a) of this Section 7.12, of a Foreign Subsidiary restrictions contained in agreements governing Indebtedness permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary by Section 7.2(c) hereof; and its assets or any Subsidiary of such Foreign Subsidiary; (viivi) with respect to the restrictions described in clause (c)) of this Section 7.12, (x) restrictions or conditions imposed by any agreement relating to secured debt contained in agreements governing Indebtedness permitted by this Agreement if Section 7.2(e) (as long as such restrictions or conditions apply to the property financed thereby) and (k) hereof (as long as such restrictions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entityapplicable joint venture).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, and (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with vi)with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereundertherein; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower any Group Member or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or to, any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date, (iii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iiivii) any encumbrances or restrictions which are applicable solely to a Restricted Subsidiary that is not more restrictive than those contained in this Agreement a Loan Party and contained in any documents governing credit facility extended to any such Restricted Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness incurred permitted by Section 8.2 if (A) the Borrower in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent good faith determines that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only will not cause the Borrower not to such Person have the funds necessary to pay the Obligations when due and assets, (viB) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions the encumbrance or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect restriction is not materially more disadvantageous to the restrictions Lenders, taken as a whole, than is customary in clause comparable financings (cas determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 8.5 pending the consummation of such Disposition, (xii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (xiii) any encumbrance or restriction in agreements related to any Permitted Securitization, (xiv) any holder of a Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (xv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.5 pending the consummation of such sale, (xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, (xvii) 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, (xviii) provisions in the Senior Notes Indenture, as in effect on the Closing Date and (xix) any restrictions and conditions imposed by any agreement relating amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to secured debt permitted by this Agreement if in clauses (i) through (xviii) above; provided that such restrictions amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a wholerefinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect taken as a whole than those in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders existence prior to such Securitization Entityamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the Tranche A Term Loan Agreement, (iii) any restrictions existing under the Senior Subordinated Note Indenture, (iv) any restriction that exists or may arise directly as a result of the Company Voluntary Arrangements, (v) any restrictions (other than those described in clauses (i), (ii), (iii) and iv) in existence on the date hereof, (vi) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (vii) any restrictions relating to Excluded Subsidiaries imposed in connection with the Indebtedness incurred by the Excluded Subsidiaries and permitted under Sections 6.02, (viii) any restrictions contained in the terms of any Indebtedness permitted under Section 6.02(s) or any other agreement binding any Person which becomes a Subsidiary or such assets other than is merged into any Group Member after the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions date of this Agreement, (iv) any documents relating to joint ventures to the extent provided that such joint ventures are not prohibited hereunder, (v) any agreement was in effect at existence on the time a date such Person became a Subsidiary of, or assets are first acquired pursuant to an Investment permitted under Section 7.7merged into, so long as (x) such agreement Group Member and was not entered into solely in contemplation of such Investment Person becoming a Subsidiary of, or merging into, such Group Member, (ix) any restrictions contained in Permitted Receivables Facility Documents and (y) such encumbrance or restriction applies only to such Person and assets, (vix) any agreement, including with respect restrictions contained in any agreements to Indebtedness, of which any Subsidiary that is not a Foreign wholly-owned Subsidiary permitted pursuant to this Agreement is a party so long as such prohibitions or limitations are only with respect restrictions apply solely to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntitySubsidiaries.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Qualified Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Dividend Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, Holdings, the Borrower Borrowers or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, Holdings, the Borrower Borrowers or any other Subsidiary of the Borrower or (c) transfer any of its assets to Holdings, the Borrower Borrowers or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Credit Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) restrictions existing and as in effect on the Closing Date, (iv) pursuant to any Hedge Agreements permitted hereunder, (v) pursuant to any Indebtedness in existence on the date hereof and any refinancing thereof permitted hereunder, (vi) applicable law, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement, (ivviii) under any documents relating to joint ventures of Borrowers to the extent that such joint ventures are not prohibited hereunder, (vix) any agreement in effect at the time a Person first became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of becoming a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) customary provisions in leases restricting assignability or subleasing, (xi) restrictions or conditions imposed by any agreement relating to secured debt Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debtIndebtedness, and (yxii) customary provisions in leases, licenses or contracts restricting assignability or subleasing which by the terms of such licenses and contracts prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitytherein.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 7.12, (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, and (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereundertherein; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 in a transaction otherwise permitted by this Agreement, (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement[Reserved], (iv) any restrictions contained in documents relating governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to joint ventures result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in any agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the Loan Documents, (vii) restrictions contained in any QPC Indenture as in effect on the Restatement Effective Date, (viii) [reserved], (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only solely to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or conditions imposed by as required in any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debtfranchise permit, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viiixi) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in 7.2(d) to the good faith judgment extent prohibiting transfers of the Borrower, no more restrictive assets financed with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityIndebtedness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary or such assets other than to the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 extent permitted hereunder, (iii) any restrictions which are not more restrictive than those contained set forth in this the documentation for the ABL Credit Agreement contained in or any documents governing Junior Indebtedness or any Indebtedness incurred in accordance with Permitted Amendment or Refinancing of any of the provisions of this Agreementforegoing, (iv) any documents restrictions contained in agreements related to Indebtedness of (A) the Borrower or any Subsidiary Guarantor with respect to the disposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (v) any restrictions regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of use) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures to entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (vviii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.04 or 7.05, (x) any agreement in effect at the time any Person becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Restricted Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment Person becoming a Restricted Subsidiary and (yxi) such encumbrance restrictions in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on Liens and asset dispositions in favor of any holder of Indebtedness for borrowed money permitted under Section 7.03 but only if such negative pledge or restriction applies only to such Person expressly permits Liens for the benefit of the Agent and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) 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 and (xiii) negative pledges and restrictions on Liens and asset dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clause (c), clauses (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (yxi) customary provisions in leasesabove; provided that such amendments, licenses modifications, restatements, renewals, increases, supplements, refundings, replacements or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that refinancings are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary such encumbrance and other restrictions than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders those prior to such Securitization Entityamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents or any document with respect to any Incremental Equivalent Debt; (ii) any restrictions with respect to a Subsidiary such agreement existing on the Closing Date; (iii) customary provisions restricting assignments, subletting or assets imposed pursuant to an agreement that has been other transfers contained in leases, licenses, joint venture agreements and other agreements entered into in connection with the Disposition ordinary course of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, business; (iv) any documents relating transfer of, agreement to joint ventures transfer or option or right with respect to the extent that such joint ventures are any property, assets or Capital Stock not otherwise prohibited hereunder, under this Agreement; (v) any agreement instrument governing Indebtedness or Capital Stock of a Person acquired by such Borrower or any of its Subsidiaries as in effect at the time a Person became a Subsidiary of such acquisition (except to the extent such Indebtedness or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement Capital Stock was not entered into solely incurred or issued in connection with or in contemplation of such Investment and (y) such acquisition), which encumbrance or restriction applies only 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; provided that, in the case of Indebtedness, such Person and assets, Indebtedness is permitted by Section 7.2 to be incurred; (vi) any agreement, including with respect to Indebtedness, agreement for the Disposition of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if that restricts distributions by such restrictions or conditions apply only to the property or assets securing Subsidiary pending such debt, Disposition; and (yvii) customary provisions in leases, licenses agreements or contracts restricting assignability or subleasing instruments which prohibit the granting payment of Liens on dividends or the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment making of the Borrower, no more restrictive other distributions with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness class of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner Capital Stock of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityPerson other than on a pro rata basis.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for (x) agreements which (i) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such agreements were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such joint venture entered into in the ordinary course of business, (iii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (iv) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (v) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (vi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business), (y) such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, or the Senior Notes Indenture, the Mortgage Facility or documents evidencing Indebtedness incurred under Sections 7.2(e), (r), (s) and (x) and any Permitted Refinancing Indebtedness in respect of any such Indebtedness or (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iiiz) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies applicable only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntitySubsidiaries.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (x) the Loan Documents, (y) the ABL Credit Agreement and the other ABL Loan Documents and (z) the Supply and Offtake Documents; (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Subsidiary; (iii) the documents governing any CanAm Financing; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Guarantor; (v) customary provisions restricting assignment of any agreement entered into by a Guarantor in the ordinary course of business; (vi) customary restrictions which are not more restrictive than those contained in this Agreement and conditions contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents agreement relating to joint ventures to the extent that sale of any property permitted under Section 6.4 pending the consummation of such joint ventures are not prohibited hereunder, sale; (vvii) any agreement in effect at the time such Subsidiary becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Guarantor of the Borrower, so long as (x) such agreement was not entered into solely in connection with or in contemplation of such Investment and Person becoming a Guarantor of the Borrower; (yviii) such any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction applies only is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (ix) any Liens permitted pursuant to Section 6.2 in respect of assets subject thereto; (x) customary provisions in Joint Venture agreements and other similar agreements or written arrangements applicable to Joint Ventures permitted hereunder and applicable solely to such Person and assetsJoint Venture; (xi) customary restrictions on leases, (vi) any agreementsubleases, licenses, asset sale or similar agreements, including with respect to Indebtednessintellectual property and other similar agreements, of a Foreign Subsidiary otherwise permitted pursuant to this Agreement hereby so long as such prohibitions or limitations are only with respect restrictions relate to such Foreign Subsidiary and its the assets or any Subsidiary of such Foreign Subsidiarysubject thereto; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (yxii) customary provisions in leases, licenses restricting subletting or contracts restricting assignability or subleasing prohibit the granting assignment of Liens on the rights contained therein and (viii) restrictions imposed by any agreement lease governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment leasehold interest of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than of its Subsidiaries; (xiii) customary market terms for Indebtedness provisions restricting assignment of such type, so long as any agreement; or (xiv) restrictions on cash or other deposits imposed by customers under contracts entered into in the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its ordinary course of business or any Subsidiary’s obligations or ability to make any payments required otherwise permitted hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments dividends or distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions or conditions existing under this Agreement and the other Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or conditions contained in agreements relating to the sale or other disposition of a Subsidiary or property of a Subsidiary pending such assets other than sale or disposition, provided such restrictions and conditions apply only to the Senior Unsecured Note Indenture Subsidiary or property that is to be sold or disposed of and such other agreements listed on Schedule 7.12 sale or disposition is permitted hereunder, (iii) any restrictions which are not more restrictive than those contained in this Agreement contained in or conditions imposed on any documents governing Subsidiary by the terms of any Indebtedness of such Subsidiary permitted to be incurred in accordance with the provisions of this Agreementhereunder, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt obligations permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debtobligations, and (yv) customary provisions in leasesthe principal lease, licenses service or contracts restricting assignability operating agreements and power purchase agreements pertaining to Projects or subleasing prohibit the granting of Liens partnership and financing agreements relating to Projects, so long as in each case such lease, service, operating, power purchase, partnership or financing agreement is subject to usual and customary terms and is otherwise permitted to be entered into hereunder, (vi) any restriction or conditions existing under the Bridge Loan Agreement and the other Bridge Loan Documents, (vii) any restrictions or conditions existing on the rights contained therein Closing Date (including under agreements relating to secured obligations set forth on Schedule 6.2(a)) and (viii) any restrictions imposed by or conditions contained in (x) Swap Agreements or Commodity Hedge Agreements permitted under this Agreement or (y) agreements for any agreement governing Indebtedness incurred after the Restatement Effective Date and Eligible Commodity Hedge Financing or Unsecured Commodity Liquidity Facility permitted under Section 7.2 that are6.1(n), in each case so long as such applicable restrictions or conditions are no more restrictive, taken as a whole, whole and in the good faith reasonable judgment of the Borrower, no more restrictive with respect to than the Borrower corresponding restrictions or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined conditions in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitythis Agreement.

Clauses Restricting Subsidiary Distributions. Enter The Issuer will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower Issuer or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower Issuer or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower Issuer or any other Subsidiary Guarantor, except, in the case of the Borrowereach of clauses (a), except (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsSecured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Subsidiary or assets Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Guarantor, (iii) restrictions which are not more restrictive than those contained any agreement or instrument governing Indebtedness assumed in this Agreement contained in any documents governing any Indebtedness incurred in accordance connection with the provisions acquisition of this Agreementassets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any documents relating Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to joint ventures to a Disposition permitted by Section 6.12 imposed by the extent that acquirer of such joint ventures are not prohibited hereunderassets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7ordinary course of business, so long as (x) such agreement was not customary non-assignment provisions in leases, contracts, licenses and other agreements entered into solely in contemplation the ordinary course of such Investment business and consistent with past practices (yincluding past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction applies only to contained in any such Person and assetsamendment, (vi) any agreementmodification, including with respect to Indebtednessrestatement, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions increase, supplement, refunding, replacement, or limitations refinancing are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that arenot materially less favorable, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary Group Members and the Noteholders than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders provisions relating to such Securitization Entityencumbrance or restriction contained in agreements referred to in such clause.

Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerLoan Party, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Loan Party or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the First Lien Loan Documents, any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date), (ii) customary provisions in joint venture agreements and similar agreements that restrict the transfer of equity interests in joint ventures (in which case such restrictions shall relate only to assets of, or equity interests in, such joint venture or any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of holding company which may hold the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 joint venture), (iii) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business (in which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, case such restriction shall relate only to such intellectual property); (iv) any documents customary restrictions and conditions contained in agreements relating to joint ventures the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the extent that Subsidiary to be sold and such joint ventures are not prohibited sale is permitted hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtednessrestrictions described in clause (a) of this Section 7.12, of a Foreign Subsidiary restrictions contained in agreements governing Indebtedness permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary by Section 7.2(c) hereof; and its assets or any Subsidiary of such Foreign Subsidiary; (viivi) with respect to the restrictions described in clause (c)) of this Section 7.12, (x) restrictions or conditions imposed by any agreement relating to secured debt contained in agreements governing Indebtedness permitted by this Agreement if Section 7.2(e) (as long as such restrictions or conditions apply to the property financed thereby) and (k) hereof (as long as such restrictions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entityapplicable joint venture).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than that is not a Securitization Entity) Loan Party to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Restricted Subsidiary; (iii) any restrictions which set forth in the First Lien Loan Documents (subject to the Intercreditor Agreement) and in the agreement governing any Junior Indebtedness so long as the restrictions set forth therein are not materially more restrictive than those contained the corresponding provisions in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, Loan Documents; (iv) any documents relating to joint ventures to agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the extent that such joint ventures are not prohibited hereunder, assets financed thereby); (v) restrictions and conditions existing on the date hereof identified on Schedule 7.13 (but not to any agreement in effect at amendment or modification expanding the time a Person became a Subsidiary scope or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) duration of any such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance restriction or restriction applies only to such Person and assets, condition); (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt Liens permitted by this Agreement if but solely to the extent that such restrictions or conditions apply only to the property or assets securing subject to such debt, and permitted Lien; (yvii) customary provisions in leases, licenses or and other contracts entered into in the ordinary course of business restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and assignment thereof; (viii) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture; (ix) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 7.1; (x) any agreement or arrangement already binding on a Person when it becomes a Restricted Subsidiary so long as such agreement or arrangement was not created in anticipation of such acquisition; (xi) Requirements of Law; (xii) customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4 pending the consummation of such transaction or sale; (xiii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired; or (xiv) any encumbrances or restrictions imposed by any agreement governing Indebtedness incurred after amendments or refinancings that are otherwise permitted by the Restatement Effective Date and permitted under Loan Documents or the contracts, instruments or obligations referred to in this Section 7.2 7.13; provided that are, taken as a whole, in the good faith judgment of the Borrower, such amendments or refinancings are no more materially restrictive with respect to the Borrower such encumbrances and restrictions than those in effect prior to such amendment or any Subsidiary than customary market terms for Indebtedness of such type, so long refinancing (as the Borrower shall have determined in good faith that such restrictions will not adversely affect and certified in any material respect its or any Subsidiary’s obligations or ability writing to make any payments required hereunder; provided that loans made the Administrative Agent by a Responsible Officer of the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityBorrower).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) Holdings to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness Debt owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments investments in, the Borrower Holdings or any other Subsidiary of the Borrower or Holdings, (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of Holdings or (d) grant Liens upon any of its properties or assets, whether now owned or hereafter acquired, and allow for the Borrower, pledge of its capital stock to secure the Obligations; except for such encumbrances or restrictions existing as of the date hereof under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, Documents as of the date hereof; (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock Equity Interests or assets of such Subsidiary or so long as such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , disposition is permitted by this Agreement; (iii) restrictions which are not more restrictive than those contained in this Agreement the provisions contained in any documents agreement governing any Indebtedness incurred in accordance with Postpetition Debt existing as of the provisions date of this Agreement, ; (iv) customary provisions restricting subletting or assignment of any documents relating to joint ventures to lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Lien, so long as (x) such agreement was Lien is not entered into solely in contemplation of prohibited hereunder and such Investment and (y) such encumbrance restrictions or restriction applies conditions relate only to the specific asset subject to such Person and assets, Lien; (vi) customary provisions restricting assignment of any agreementcontract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, including with respect to Indebtedness(vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of a Foreign Subsidiary permitted pursuant to this Agreement its Subsidiaries in the ordinary course of business; (viii) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations so long as such prohibitions or limitations obligations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and Agreement; (yix) customary net worth provisions contained in leases, licenses or contracts restricting assignability or subleasing prohibit the granting real property leases entered into by Subsidiaries of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the applicable Borrower shall have has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations, (x) restrictions will not adversely affect in respect of the Intellectual Property held by KCD IP, LLC and any material respect proceeds of the foregoing, and (xi) such other restrictions as the Agent may agree in its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitysole and absolute discretion.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such Subsidiary its Equity Interests held byby the Borrower or a Subsidiary, (b)make loans or advances or pay any Indebtedness or other obligation owed to, to the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of of:. (i) any encumbrances or restrictions existing under this Agreement and the other Loan Documents, ; (ii) any encumbrances or restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Subsidiary; (iii) encumbrances or restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) under any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment governing Capital Lease Obligations secured by Liens permitted under by Section 7.76.02, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property assets subject to such Liens or assets securing relating to such debtCapital Lease Obligations, and as the case may be; (yiv) customary provisions in leases[reserved]; (v) [reserved]; (vi) [reserved]; (vii) encumbrances or restrictions existing under or by reason of applicable law, licenses regulation or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and order; (viii) non-assignment provisions of any contract or lease entered into in the ordinary course of business; Table of Contents (ix) encumbrances or restrictions imposed by under any agreement governing Indebtedness incurred after the Restatement Effective Date and to sell assets, including Equity Interests of such Subsidiary, permitted under Section 7.2 that are, taken as a whole, in this Agreement to any Person pending the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness closing of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.sale;

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) Loan Party to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary Loan Party held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets (except under any financings described in Sections 8.14(c), (d) and (e), in respect of the assets financed thereby or that do not constitute Collateral, as the case may be) to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement, the other Loan Documents, the Bridge Credit Agreement or the Senior Notes (provided such restrictions in the Senior Notes are not more restrictive in any material respect on Holdings and the Subsidiaries than those contained in the Bridge Credit Agreement), (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) any restrictions with respect to Indebtedness owed to the Borrower or any Subsidiary which are not more restrictive than those contained is required to be subordinated in this Agreement contained in any documents governing any connection with Indebtedness incurred in accordance with the provisions of this Agreementpermitted by Section 8.2, (iv) any documents relating to joint ventures to encumbrances or restrictions existing under agreements existing on the extent that such joint ventures are not prohibited hereunderdate hereof and listed on Schedule 8.15, (v) any agreement or other instrument of a Person acquired by Holdings, the Borrower or any Subsidiary in effect existence at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as of such acquisition (x) such agreement was but not entered into solely created in contemplation of such Investment and (y) such thereof), which encumbrance or restriction applies only is not applicable to such any Person, or the properties or assets of any Person, other than the Person and assetsits Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired at the time of such acquisition, (vi) customary non-assignment provisions of any agreementcontract or any lease entered into in the ordinary course of business, including (vii) solely with respect to Indebtednessjoint ventures and similar arrangements otherwise permitted to be entered into by the terms of this Agreement, customary provisions in partnership agreements, limited liability company organizational governance documents, shareholders agreements, joint venture agreements, and other similar agreements entered into in the ordinary course of a Foreign Subsidiary permitted pursuant to this business in connection with such joint ventures and similar arrangements that restrict the disposition of ownership interests in or assets of such partnership, limited liability company, corporation, joint venture or similar Person and (viii) any restrictions contained in any Sale and Repurchase Agreement so long as such prohibitions or limitations restrictions are only with respect qualified so as to such Foreign Subsidiary and its assets or any Subsidiary permit exceptions thereto for the purpose of such Foreign Subsidiary; (vii) with respect to permitting payment of the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by Obligations under this Agreement if such restrictions or conditions apply only to and the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityLoan Documents.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Senior Notes Indentures, the OpCo Notes Indenture, the OpCo Credit Agreement or Requirements of Law and, (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary., (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement its Restricted Subsidiaries as in effect at the time a Person became a Subsidiary of such acquisition (except to the extent such Indebtedness or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement Capital Stock was not entered into solely incurred in connection with or in contemplation of such Investment and (y) such acquisition), which encumbrance or restriction applies only is not applicable to such Person any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (iv) customary non-assignment provisions in leases or contracts entered into in the ordinary course of business and assetsconsistent with past practices, (v) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (c) above, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) provisions with respect to the restrictions disposition or distribution of assets or property in clause (c)joint venture agreements, (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to asset sale agreements, stock sale agreements and other similar agreements entered into in the property or assets securing such debtordinary course of business, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viiivii) restrictions on cash or other deposits or net worth imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted customers under Section 7.2 that are, taken as a whole, contracts entered into in the good faith judgment ordinary course of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitybusiness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the Senior Subordinated Notes Indenture, (iii) any restrictions under the Additional Liquidity Facility, (iv) any restrictions under the Exit Facility Agreement, (v) any restriction that exists or may arise directly as a result of the Company Voluntary Arrangements, (vi) any restrictions (other than those described in clauses (i) through (v)) in existence on the date hereof), and (vii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (viii) any restrictions relating to Excluded Subsidiaries imposed in connection with the Indebtedness incurred by the Excluded Subsidiaries and permitted under Sections 6.2, (ix) any restrictions contained in the terms of any Indebtedness permitted under Section 6.2(s) or any other agreement binding any Person which becomes a Subsidiary or such assets other than is merged into any Group Member after the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions date of this Agreement, (iv) any documents relating to joint ventures to the extent provided that such joint ventures are not prohibited hereunder, (v) any agreement was in effect at existence on the time a date such Person became a Subsidiary of, or assets are first acquired pursuant to an Investment permitted under Section 7.7merged into, so long as (x) such agreement Group Member and was not entered into solely in contemplation of such Investment Person becoming a Subsidiary of, or merging into, such Group Member, (x) any restrictions contained in the documents governing any Securitization Transaction permitted under Section 6.5(q), and (y) such encumbrance or restriction applies only to such Person and assets, (vixi) any agreement, including with respect restrictions contained in any agreements to Indebtedness, of which any Subsidiary that is not a Foreign wholly-owned Subsidiary permitted pursuant to this Agreement is a party so long as such prohibitions or limitations are only with respect restrictions apply solely to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntitySubsidiaries.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower New Holdings or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower New Holdings or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower New Holdings or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments (or any agreement governing any Permitted Refinancing in respect of the Loans, so long as any such restriction contained in such refinancing agreement is not materially less favorable to the Lenders than that which exists as of the Effective Date), (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) applicable law, (iv) restrictions which in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and in any agreements governing any refinancing thereof if such restrictions are not no more restrictive than those contained in this Agreement contained the agreements as in any documents effect on the Effective Date governing any the Indebtedness incurred in accordance with the provisions of this Agreementbeing renewed, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunderextended or refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any agreement of its Subsidiaries, in effect at each case entered into in the time a Person became ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so agreement relating to any Capital Stock or Indebtedness incurred by such Subsidiary on or prior to the date on which such Subsidiary was acquired by New Holdings and outstanding on such date as long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assetsbecoming a Subsidiary, (viix) any agreement, including with respect to Indebtedness, customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions business or limitations are only with respect to such Foreign Subsidiary net worth provisions in leases and its assets or any Subsidiary other agreements entered into in the ordinary course of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c)business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions or conditions on deposits imposed by under contracts entered into in the ordinary course of business; and (xii) any agreement relating to secured debt restrictions under any Indebtedness permitted by this Agreement Section 8.2 if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, are no more restrictive with respect to the Borrower or any Subsidiary New Holdings and its Subsidiaries than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitythose contained under this Agreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (Holdings other than a Securitization Entity) Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, ; (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such Subsidiary or such assets other than that is permitted by the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , terms of this Agreement; (iii) restrictions which are not the provisions contained in any agreement governing Debt existing as of the Effective Date (and in any refinancing of such Debt that is permitted by the terms of this Agreement so long as no more restrictive than those contained in this Agreement contained in any documents the respective agreement governing any Indebtedness incurred in accordance with the provisions of this Agreement, such existing Debt); (iv) customary provisions restricting subletting or assignment of any documents relating to joint ventures to lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Lien, so long as (x) such agreement was Lien is not entered into solely in contemplation of prohibited hereunder and such Investment and (y) such encumbrance restrictions or restriction applies conditions relate only to the specific asset subject to such Person and assets, Lien; (vi) customary provisions restricting assignment of any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets contract entered into by any Borrower or any Subsidiary of such Foreign Subsidiary; any Borrower in the ordinary course of business, (vii) with respect any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in clause connection with or in anticipation of the respective acquisition; (c)viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and Capital Lease Obligations; (x) restrictions or conditions imposed customary net worth provisions contained in real property leases entered into by Subsidiaries of any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the applicable Borrower shall have has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations, (xi) restrictions will not adversely affect in respect of the REMIC Certificates and the real property assets related thereto, the Intellectual Property held by KCD IP, LLC and any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by proceeds of the Borrower or any Subsidiary to any foregoing, and (xii) such other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity restrictions as the Borrowers and the Agent may be subject to customary repayment restrictions required by the lenders to such Securitization Entityagree.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) Company to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerCompany, (b) make loans or advances to, or other Investments in, the Borrower Company or any other Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) such encumbrances or restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreementrequired by applicable law, (iv) any documents relating to joint ventures such encumbrances or restrictions consisting of customary non-assignment provisions in leases governing leasehold interests to the extent that such joint ventures are not prohibited hereunderprovisions restrict the transfer of the lease or the property leased thereunder, (v) any agreement in effect at the time a Person became a Subsidiary such encumbrances or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including restrictions with respect to Indebtedness, Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement so long as and which encumbrances or restrictions are customary in agreements of such prohibitions type or limitations are of the type existing under the agreements listed on Schedule 7A.15 and which shall only with respect apply to such Foreign Subsidiary subject thereto and its assets or any Subsidiary of such Foreign Subsidiary; 's Wholly Owned Subsidiaries (vi) any restrictions existing under the Amended and Restated Five-Year Revolving Credit Agreement or the Short-Term Credit Agreement, (vii) with respect to any restrictions existing under the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, Receivables Purchase and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein Sale Agreements and (viii) any restrictions imposed by any agreement governing Indebtedness incurred after existing under the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entityagreements listed on Schedule 7A.15.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Dividend Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of (A) the Capital Stock Equity Interests of such Subsidiary held by the Borrower or any of its Subsidiaries or (B) the assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Subsidiary; (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a any Person became becomes a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7of Borrower, so long as (x) provided that such agreement was not entered into solely in contemplation of such Investment and Person becoming a Subsidiary of Borrower; (yiv) restrictions on transfer contained in agreements or other instruments governing Financing Leases and/or Purchase Money Indebtedness permitted to be incurred pursuant to Section 6.01 (f) solely to the extent such encumbrance restrictions relate to the transfer of the Property financed by any such Financing Leases or restriction applies only Purchase Money Indebtedness; (v) agreements or other instruments governing Indebtedness permitted to such Person and assets, (vi) any agreement, including be outstanding pursuant to Section 6.01(j); provided that with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant Refinancing Indebtedness referred to this Agreement so long as in such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (cj), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that arethereof are no more restrictive, taken as a whole, then those contained in the good faith judgment agreements or other instruments governing such refinanced Indebtedness; and (vi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitybusiness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) customary restrictions which are not more restrictive than those contained on the assignment of leases, licenses and other agreements and customary restrictions on distribution in this Agreement contained respect of Capital Stock set forth in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreementorganizational documents, (iv) any documents relating restrictions of the nature referred to joint ventures to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations or similar Indebtedness otherwise permitted hereby which restrictions are only effective against the extent that such joint ventures are not prohibited hereunderassets financed thereby, (v) any agreement in effect at the time a Person became any Subsidiary becomes a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7of a Borrower, so long as (x) such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Investment Person becoming a Subsidiary or, in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and (y) replacements of the foregoing, so long as such encumbrance amendment, restatement, supplement, modification, extension, renewal or restriction applies only replacement is not as a whole materially less favorable to such Person and assetsSubsidiary, (vi) restrictions under any agreementSubordinated Debt Document, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect restrictions on the transfer of any asset pending the close of the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or consolidation), to the restrictions extent in clause effect pending the consummation of such transaction, (c)viii) applicable law, (ix) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business or (x) restrictions any restriction pursuant to any document, agreement or conditions imposed by any agreement instrument governing or relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and Lien permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity7.3.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for (x) agreements which (i) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary, (ii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such joint venture entered into in the ordinary course of business, (iii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (iv) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (v) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (vi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business) and (y) such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, or the Senior Subordinated Notes Indenture or the Mortgage Facility or (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iii) customary restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with on the provisions assignment of this Agreementleases, licenses and other agreements, or (iv) any documents relating restrictions of the nature referred to joint ventures to in clause (c) above under agreements governing purchase money liens or capital lease obligations otherwise permitted hereby which restrictions are only effective against the extent that such joint ventures are not prohibited hereunderassets financed thereby, (v) any agreement in effect at the time a Person became any Subsidiary becomes a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7of a Loan Party, so long as (x) such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Investment Person becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and (y) replacements of the foregoing, so long as such encumbrance amendment, restatement, supplement, modification, extension, renewal or restriction replacement applies only to such Person Subsidiary and assetsdoes not expand in any material respect the scope of any restriction or condition contained therein, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted restriction pursuant to this Agreement so long as any document, agreement or instrument governing or relating to any Lien permitted under Sections 6.1(c), (m), (n) or (r) (provided that any such prohibitions restriction relates only to the assets or limitations are only with respect property subject to such Foreign Subsidiary Lien and shall not be more restrictive on the Borrower and its assets or any Subsidiary of such Foreign Subsidiary; Subsidiaries than the Loan Documents) and (vii) with respect any restriction pursuant to the restrictions in clause (cany document, agreement or instrument governing or relating to any Indebtedness permitted under Section 6.4(d), (xe), (h), (k), (l) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt(q), and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens which restriction shall not be more restrictive on the rights contained therein Borrower and (viii) restrictions imposed by any agreement governing Indebtedness incurred after its Subsidiaries than the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityLoan Documents.

Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerLoan Party, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Loan Party or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Second Lien Term Loan Documents, any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date), (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement customary provisions in joint venture agreements and similar agreements that has been entered into restrict the transfer of equity interests in connection with the Disposition of all or substantially all joint ventures (which are not Subsidiaries of the Capital Stock Borrower) (in which case such restrictions shall relate only to assets of, or assets of equity interests in, such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 joint venture), (iii) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business (in which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, case such restriction shall relate only to such intellectual property); (iv) any documents customary restrictions and conditions contained in agreements relating to joint ventures the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the extent that Subsidiary to be sold and such joint ventures are not prohibited sale is permitted hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtednessrestrictions described in clause (a) of this Section 7.12, of a Foreign Subsidiary restrictions contained in agreements governing Indebtedness permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary by Section 7.2(c) hereof; and its assets or any Subsidiary of such Foreign Subsidiary; (viivi) with respect to the restrictions described in clause (c)) of this Section 7.12, (x) restrictions or conditions imposed by any agreement relating to secured debt contained in agreements governing Indebtedness permitted by this Agreement if Section 7.2(e) (as long as such restrictions or conditions apply to the property financed thereby) and (k) hereof (as long as such restrictions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entityapplicable joint venture).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions set forth on Schedule 8.14 or existing under or by reason of (i) any restrictions existing under the Loan Documents, the Revolving Credit Facility Documents, the Second Lien Notes, any Credit Agreement Refinancing Indebtedness referred to in clauses (a), (b) or (c) of the definition thereof, any Permitted Incremental Equivalent Debt, any Ratio Debt and agreements relating to Indebtedness incurred under 8.02(o), (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary or and applicable only to such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreementapplicable law, (iv) any documents relating to joint ventures to customary provisions restricting the extent that such joint ventures are not prohibited hereunderassignment of rights under contracts, (v) any agreement customary non-assignment provisions in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not leases entered into solely in contemplation the ordinary course of such Investment business and (y) such encumbrance or restriction applies only to such Person and assetsconsistent with past practices, (vi) any agreement, including with respect to Indebtedness, purchase money obligations for Property acquired in the ordinary course of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary business that impose restrictions of such Foreign Subsidiary; (vii) with respect to the restrictions nature described in clause (c)) above on the Property so acquired, (xvii) restrictions or conditions imposed by any agreement relating to secured debt permitted for the sale of a Restricted Subsidiary that restricts distributions by this Agreement if such restrictions or conditions apply only to the property or assets securing such debtthat Restricted Subsidiary pending its sale, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions on cash or other deposits or net worth imposed by any agreement governing Indebtedness incurred after customers under contracts entered in the Restatement Effective Date and ordinary course of business, (ix) restrictions on rights to dispose of assets subject to Liens permitted under Section 7.2 that are8.03(e), taken as a whole8.03(f), 8.03(g), 8.03(h), 8.03(i), 8.03(j), 8.03(k), 8.03(p) or 8.03(q) and (x) any restrictions in the good faith judgment connection with Indebtedness or other contractual obligations of the Borrower, no more restrictive with respect to the Borrower or (A) any non-wholly owned Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders and applicable solely to such Securitization EntityRestricted Subsidiary or (B) a Foreign Subsidiary and applicable solely to such Foreign Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Indentures), (iii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iiivii) any encumbrances or restrictions which are not more restrictive than those contained in this Agreement applicable solely to a Foreign Subsidiary and contained in any documents governing Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness incurred in accordance with the provisions of this Agreement, permitted by Section 8.2 if (ivA) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as either (x) such agreement was not entered into solely in contemplation of such Investment and (y) such the encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including in the event of a payment default or a default with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary financial covenant contained in the terms of such Foreign Subsidiary; agreement or instrument or (viiy) with respect the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the restrictions Lenders than is customary in clause comparable financings (cas determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions or and conditions imposed by contained in any agreement relating to secured debt the Disposition of any property permitted by this Agreement if Section 8.5 pending the consummation of such restrictions or conditions apply only to the property or assets securing such debtDisposition, and (yxii) customary provisions in leasesjoint venture agreements and other similar agreements applicable to joint ventures, licenses (xiii) any encumbrance or contracts restriction in agreements related to any Permitted Securitization, (xiv) any holder of a Lien permitted by Section 8.3(k) restricting assignability or subleasing prohibit the granting transfer of Liens on the rights property subject thereto, (xv) customary restrictions and conditions contained therein and (viii) restrictions imposed by in any agreement governing Indebtedness incurred after relating to the Restatement Effective Date and sale of any property permitted under Section 7.2 that are8.5 pending the consummation of such sale and (xvi) customary provisions in partnership agreements, taken as a wholelimited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the good faith judgment ordinary course of business that restrict the Borrowertransfer of ownership interests in such partnership, no more restrictive with respect to the Borrower limited liability company or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitysimilar person.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (ax) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (by) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (cz) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions existing under (A) the Loan Documents, (B) the Term Loan Documents and (C) any Incremental Equivalent Debt as defined in the Term Loan Agreement (or any substantially similar term in any Term Loan Facility) and in each case, any Permitted Refinancing thereof, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Subsidiary, (iii) any restrictions which are not more restrictive than those contained set forth in this Agreement contained in any documents the agreement governing any Indebtedness incurred under clause (j) of the definition of “Permitted Indebtedness” so long as the restrictions set forth therein are not materially more restrictive than the corresponding provisions in accordance with the provisions of this Agreement, Loan Documents, (iv) any documents relating to joint ventures to agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the extent that such joint ventures are not prohibited hereunder, assets financed thereby), (v) restrictions and conditions existing on the date hereof identified on Schedule 7.02(m) (but not to any agreement in effect at amendment or modification expanding the time a Person became a Subsidiary scope or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) duration of any such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance restriction or restriction applies only to such Person and assets, condition), (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt Liens permitted by this Agreement if but solely to the extent that such restrictions or conditions apply only to the property or assets securing subject to such debt, and permitted Lien, (yvii) customary provisions in leases, licenses or and other contracts entered into in the ordinary course of business restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and assignment thereof, (viii) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (ix) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 7.02(a), (x) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xi) Requirements of Law, (xii) customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 7.02(c) or the sale of any property permitted under Section 7.02(d) pending the consummation of such transaction or sale, (xiii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower, (xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Property or assets of any Person, other than the Person or the Property or assets of the Person so acquired, or (xv) any encumbrances or restrictions imposed by any agreement governing Indebtedness incurred after amendments or refinancings that are otherwise permitted by the Restatement Effective Date and permitted under Section 7.2 Loan Documents or the contracts, instruments or obligations referred to in clause (vi), (x), (xiii) or (xiv) of this clause (m); provided that are, taken as a whole, in the good faith judgment of the Borrower, such amendments or refinancings are no more materially restrictive with respect to the Borrower such encumbrances and restrictions than those in effect prior to such amendment or any Subsidiary than customary market terms for Indebtedness of such type, so long refinancing (as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made and, if requested by the Borrower or any Subsidiary Administrative Agent, certified in writing to any other Subsidiary that is the Administrative Agent by a Securitization Entity or a partner or direct equity owner Responsible Officer of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityBorrower).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary or such assets other than to the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 extent permitted hereunder, (iii) any restrictions which are not more restrictive than those contained set forth in this Agreement contained in the documentation for any documents governing Junior Indebtedness or any Indebtedness incurred in accordance with Permitted Amendment or Refinancing of any of the provisions of this Agreementforegoing, (iv) any documents restrictions contained in agreements related to Indebtedness of (A) the Borrower or any Subsidiary Guarantor with respect to the disposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (v) any restrictions regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of use) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures to entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (vviii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.04 or 7.05, (x) any agreement in effect at the time any Person becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Restricted Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment Person becoming a Restricted Subsidiary and (yxi) such encumbrance restrictions in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on Liens and asset dispositions in favor of any holder of Indebtedness for borrowed money permitted under Section 7.03 but only if such negative pledge or restriction applies only to such Person expressly permits Liens for the benefit of the Agent and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) 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 and (xiii) negative pledges and restrictions on Liens and asset dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clause (c), clauses (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (yxi) customary provisions in leasesabove; provided that such amendments, licenses modifications, restatements, renewals, increases, supplements, refundings, replacements or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that refinancings are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary such encumbrance and other restrictions than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders those prior to such Securitization Entityamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Guarantor, (iii) restrictions which are not more restrictive than those contained any agreement or instrument governing Indebtedness assumed in this Agreement contained in any documents governing any Indebtedness incurred in accordance connection with the provisions acquisition of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other Subsidiary that is a Securitization Entity than the Person or a partner the properties or direct equity owner assets of a Securitization Entity may be the Person so acquired, (iv) restrictions on the transfer of assets subject to customary repayment restrictions required any Lien permitted by Section 6.4 imposed by the lenders holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such Securitization Entityassets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or attributable obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the property financed with such Indebtedness, (vii) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, or (viii) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices.

Clauses Restricting Subsidiary Distributions. Enter The Company will not, and will not permit any Subsidiary (other than an Excluded Subsidiary) to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Credit Documents, (ii) any restrictions existing under the Senior Second Lien Notes Documents as in effect on the date hereof, any restrictions under any Additional Senior Second Lien Notes Documents that are not more restrictive than those existing under the Senior Second Lien Notes Documents as in effect on the date hereof and any restrictions under any Chrysler Canada Notes Documents that are not more restrictive in any material respect than those existing under the Senior Second Lien Notes Documents as in effect on the date hereof, (iii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary, (iv) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Company or any Subsidiary permitted hereunder or such secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Senior Unsecured Note Indenture Person or the properties or assets of the Person so acquired, (v) restrictions on the transfer of assets subject to any Lien permitted by Section 6.3 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.6 imposed by the acquirer of such assets, (vi) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein), (vii) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that such restrictions relate only to the property financed with such Indebtedness, (viii) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (ix) customary non-assignment provisions in leases, contracts, licenses and other agreements listed on Schedule 7.12 entered into in the ordinary course of business and consistent with past practices, (iiix) any restrictions which under the Existing Credit Agreement Documents, any Replacement Facility Documents or any documentation governing any Permitted Additional First Lien Debt, in each case that are not more restrictive than those contained in the restrictions under this Agreement (without giving effect to the provisions of Section 1.5) or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to the encumbrances or restrictions contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreementsuch amendment, (iv) any documents relating to joint ventures to the extent that such joint ventures modification, restatement, increase, supplement, refunding, replacement, or refinancing are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that arematerially less favorable, taken as a whole, to the Company and its Subsidiaries and the Lenders than the provisions relating to such encumbrances or restrictions contained in agreements referred to in such clause or, in the good faith judgment case of encumbrances or restrictions contained in the documentation governing any Indebtedness permitted by clause (l) of the Borrowerdefinition of Permitted Indebtedness, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitythis Agreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Restricted Subsidiary, (iii) any restrictions which are not more restrictive than those contained in this Agreement contained agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreementwhich case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (iv) any documents restrictions regarding licenses or sublicenses by the Borrower and the Restrictive Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (v) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vi) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures to entered into in the extent that such joint ventures are not prohibited hereunderordinary course of business, (vvii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (viii) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.4 or 7.5, (ix) any agreement in effect at the time any Person becomes a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7Restricted Subsidiary, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of becoming a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Restricted Subsidiary; (vii) with respect to the restrictions in clause (c), (x) such restrictions in effect on the Closing Date and listed on Schedule 7.12, (xi) applicable law, (xii) restrictions on cash or conditions other deposits or net worth imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to customers under contracts entered into in the property or assets securing such debt, ordinary course of business and (yxiii) customary provisions and reasonable restrictions contained in leasesany agreements or instruments governing Refinancing Incremental Equivalent Debt or Incremental Equivalent Debt and any refinancings, licenses replacements, refundings, renewals or contracts restricting assignability or subleasing prohibit extensions thereof (without any increase (other than any such increase resulting from accrued interest and the granting amount of Liens on reasonable fees and expenses incurred, make whole payments and premiums paid in connection with the rights contained therein and (viiiIndebtedness being refinanced) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entityprincipal amount thereof).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 in a transaction otherwise permitted by this Agreement, (iii) any restrictions which referred to in clauses (a), (b) and (c) above contained in the CCH Senior Note Indenture or in any other document governing the issuance of notes or other securities in a private placement or a registered securities offering (including those of a Qualified Parent Company) so long as such restrictions, are not no more restrictive onerous than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this AgreementCCH Senior Note Indenture (other than restrictions based on satisfying a leverage ratio condition or equity proceeds and capital contributions baskets), (iv) the encumbrances and restrictions on the LaGrange Entities pursuant to the LaGrange Documents, (v) any restrictions contained in documents relating governing Indebtedness permitted under Section 7.2(f), 7.2(j) or 7.2(m) so long as such restrictions are no more onerous than those contained in the Loan Documents, (vi) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to joint ventures Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(g) or (m) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vii) restrictions contained in the documents governing Indebtedness permitted under Section 7.2(h) as in effect on the Restatement Effective Date, (viii) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (ix) restrictions contained in the Avalon Indenture as in effect on the Restatement Effective Date, (x) restrictions contained in the organizational documents of Helicon and other documents governing the Helicon Preferred Stock as in effect on the Restatement Effective Date, (xi) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (xii) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 solely to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect solely to the restrictions in clause (c)assets to be so Disposed, (x) restrictions customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business consistent with past practices or conditions imposed by as required in any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debtfranchise permit, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viiixi) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in 7.2(e) to the good faith judgment extent prohibiting transfers of the Borrower, no more restrictive assets financed with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityIndebtedness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Subsidiary Loan Party and any of the Borrower (other than a Securitization Entity) their respective Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) contractual encumbrances or restrictions in effect on the Closing Date and set forth on Schedule 7.15, (iii) (A) Indebtedness permitted to be incurred pursuant to Section 7.2 which the Borrower has reasonably determined in good faith will not materially impair the Borrower’s ability to make payments under this Agreement when due, and (B) restrictions on transfers of assets subject to Liens permitted by Section 7.3 (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 permitted Lien), (iv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the equity interests issued thereby, (v) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 Subsidiary, (iiivi) customary restrictions on the assignment of leases, licenses and other agreements, (vii) restrictions of the nature referred to in clause (c) above under agreements governing Purchase Money Indebtedness or Capital Lease Obligations otherwise permitted hereby which restrictions are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with only effective against the provisions of this Agreementassets financed thereby, or (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (vviii) any agreement in effect at the time any Subsidiary becomes a Person became a Restricted Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7of the Borrower, so long as (x) such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Investment Person becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and (y) such encumbrance or restriction applies only to such Person and assetsreplacements of the foregoing, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions amendment, restatement, supplement, modification, extension, renewal or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will replacement does not adversely affect expand in any material respect its the scope of any restriction or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entitycondition contained therein.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) Company to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the any Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Subsidiary; (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents agreements governing any Indebtedness incurred purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in accordance with which case, any prohibition or limitation shall only be effective against the provisions of this Agreement, assets financed thereby); (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if Permitted Liens but solely to the extent that such restrictions or conditions apply only to the property or assets securing subject to such debt, and Permitted Lien; (yv) customary provisions in leases, licenses or licenses, subleases, sublicenses and other contracts entered into in the ordinary course of business restricting assignability or subleasing prohibit the granting assignment thereof; (vi) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture; (vii) Requirements of Liens on the rights contained therein and Law; (viii) customary restrictions imposed by and conditions contained in any agreement governing Indebtedness incurred after the Restatement Effective Date and relating to any transaction permitted under Section 7.2 that are, taken as 8.4 or the sale of any property permitted under Section 8.5 pending the consummation of such transaction or sale; (ix) any agreement in effect at the time such Subsidiary becomes a whole, in the good faith judgment Subsidiary of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such typeCompany, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower shall have determined Company; or (x) any instrument governing Indebtedness assumed in good faith that such restrictions will connection with any Permitted Acquisition, which encumbrance or restriction is not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary applicable to any Person, or the Property or assets of any Person, other Subsidiary that is a Securitization Entity than the Person or a partner the Property or direct equity owner assets of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization EntityPerson so acquired.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such Subsidiary its Equity Interests held by, or pay any Indebtedness owed to, by the Borrower or any other Subsidiary of the Borrowera Restricted Subsidiary, (b) make loans or advances to, or pay any Indebtedness or other Investments in, obligation owed to the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of of: (i) any encumbrances or restrictions existing under this Agreement and the other Loan Documents, ; (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , Restricted Subsidiary; (iii) encumbrances or restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any documents relating to joint ventures to the extent that such joint ventures are not prohibited hereunder, (v) under any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment governing Capital Lease Obligations secured by Liens permitted under by Section 7.76.02, so long as such restrictions apply only to the assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be; (iv) encumbrances or restrictions under any agreement listed on Schedule 6.09 as in effect on the Amendment Effective Date; (v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary after the Closing Date that existed prior to the time such Person became a Restricted Subsidiary; provided that such restrictions are not created in contemplation of or in connection with such acquisition; (vi) any other instrument or agreement entered into after the Closing Date that contains encumbrances and restrictions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans; (vii) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (viii) non-assignment provisions of any contract or lease entered into in the ordinary course of business; (ix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale; (x) encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such agreement was not Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (xi) encumbrances or restrictions relating to any Lien on any asset or property at the time of acquisition of such asset or property by the Borrower or any Restricted Subsidiary; (xii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture, corporation or similar Person; (xiii) encumbrances or restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into solely in contemplation the ordinary course of business; (xiv) Indebtedness incurred in compliance with Section 6.01(c) that imposes restrictions of the nature described in clause (c) above on the assets acquired; (xv) with respect to clause (c) only, any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such Investment and provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements; (yxvi) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction applies only restricts the transfer of the property subject to such Person and assets, security agreements or mortgages; (vixvii) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions encumbrances or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Restatement Effective Date and permitted under contracts, agreements, instruments or obligations referred to in this Section 7.2 that are6.09; provided that, taken as a whole, in the good faith judgment of determined by the Borrower, no such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to the Borrower such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions refinancings or (b) will not materially adversely affect in any material respect its or any Subsidiarythe Borrower’s obligations or ability to make payments on the Loans; and (xviii) encumbrances or restrictions imposed on any payments required hereunder; provided that loans made by member of the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by Match Group in connection with the lenders to such Securitization EntityMatch Transactions.