Common use of Inconsistent Agreements Clause in Contracts

Inconsistent Agreements. Not, and not suffer or permit any other Group Member to, enter into any agreement containing any provision which would (i) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (ii) prohibit Borrower or any other Group Member from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of law.

Inconsistent Agreements. NotWyndham is not a party to, and will not suffer on or permit after the date of this Agreement enter into, any other Group Member to, enter agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any agreement containing such agreement, and Wyndham will not on or after the date of this Agreement modify in any provision manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which would become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) be violated the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or breached by any borrowing by Borrower not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder or as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the performance by Borrower or any other Loan Party Initial Holders such registration shall not be deemed one of any the eight Required Registrations for purposes of its Obligations hereunder or under any other Loan Documentthe limitations contained in the second paragraph of Section 2(a)(i), and (ii) prohibit Borrower or any other Group Member from granting the Third Party is required to Agent enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the Lender a Lien on any of its assets that constitute Collateral or period applicable to Wyndham (iii) other than including preventing sales pursuant to any agreement Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in effect on the Closing Date and set forth on Schedule 7.9, or an Underwritten Offering initiated by Holders of Registrable Securities pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely 2(a). The rights granted to the extent Holders hereunder do not in any negative pledge or limitation on Liens relates way conflict with and are not inconsistent with the rights granted to the property that is the subject holders of Wyndham's other issued and outstanding securities under any such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawagreements.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender Lenders a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary Loan Party to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary other Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiaryother Loan Party, exceptother than, in the case cases of clause clauses (iib) and (iiic), (A) above: (a) negative pledges restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates conditions apply only to the property that is the subject of or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the proceeds and products assignment thereof, (bC) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any Subordinated Debt document and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as in any such restrictions relate contract shall apply only to the assets subject thereto, (c) customary provisions restricting assignment or Subsidiary that is to be disposed of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, and such disposition or conveyance of property is permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawhereunder. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member to, enter Enter into any agreement containing any provision which would Contractual Obligation (i) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower other than this Agreement or any other Loan Party Document or any documentation governing Indebtedness permitted to be incurred pursuant to Section 2.18) that (i) requires the grant of any a Lien to secure an obligation of its Obligations hereunder such Person if a Lien is granted to secure another obligation of such Person; or under any other Loan Document, (ii) prohibit limits the ability (A) of any Subsidiary to make Restricted Payments to any Loan Party or to otherwise transfer property to any Loan Party, (B) of any Subsidiary to Guarantee the Indebtedness of any Loan Party or become a direct Borrower hereunder, or (C) of any Borrower or any other Group Member from granting Subsidiary to Agent and the Lender a Lien on any of its assets that constitute Collateral create, incur, assume or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit suffer to exist or become effective any encumbrance or restriction Liens on the ability property of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiarysuch Person; provided, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiaryhowever, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: that this Section 7.09 shall not prohibit limitations: (a) in respect of any negative pledges and restrictions on Liens pledge incurred or provided in favor of any holder of Debt Indebtedness permitted under Section 7.1(b7.01(e) and 7.1(kor 7.01(u) but solely to the extent any such negative pledge or limitation on Liens relates to the property that is financed by or the subject of such Debt and the proceeds and products thereof, Indebtedness; (b) in respect of customary restrictions on leasesand conditions contained in any agreement relating to any Disposition not prohibited hereunder (in which case such restrictions or conditions shall relate only to the applicable property) or otherwise relating to a Disposition that is conditioned upon the amendment, subleases, restatement or replacement of this Agreement or the repayment in full of amounts owing hereunder; (c) consisting of restrictions regarding licenses or asset sale agreements otherwise sublicenses by a Loan Party or a Subsidiary of a Loan Party of Intellectual Property in the Ordinary Course of Business (in which case such restrictions shall relate only to such Intellectual Property); (d) customary anti-assignment provisions found in Contractual Obligations entered into in the Ordinary Course of Business (e) in the documents entered into in connection with any Subordinated Indebtedness incurred pursuant to Section 7.01(v) or any documents governing a renewal, extension or refinancing thereof permitted hereby by the terms of the applicable intercreditor or subordination provisions or agreement reasonably satisfactory to the Administrative Agent executed or entered into in connection with such Subordinated Indebtedness; and (f) governing Indebtedness outstanding on the date any Person first becomes a Subsidiary of Holdings (so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement was not entered into solely in the ordinary course contemplation of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance such person becoming a Subsidiary of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawPerson).

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (i) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (ii) prohibit the Borrower or any other Group Member Loan Party from granting to the Agent and the Lender a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to the Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to the Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to the Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to the Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements Applicable Law, (e) customary restrictions and conditions contained in agreements relating to (A) the sale of lawa Subsidiary or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder, and (B) the acquisition of the Borrower provided that the acquisition agreement shall provide that all amounts due and payable under this Agreement shall be Paid in Full upon the closing of such transaction; (f) customary provisions in joint venture agreements (and other similar agreements) provided that such provisions apply only to such joint venture or such other arrangement and to the Capital Stock of such joint venture or such other arrangement; and (g) customary net worth provisions or similar financial maintenance provisions contained in any agreement entered into by a Subsidiary.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Restricted Subsidiary to, enter into any agreement agreement, document or instrument after the Closing Date containing any provision which would (ia) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit the Borrower or any other Group Member Restricted Subsidiary from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets (other than any provision in any agreement relating to Debt secured by Liens permitted under Section 7.02(k), Acquired Debt, the Huntington Debt, Nonrecourse Debt or Permitted Receivables Transactions that constitute Collateral prohibits the Borrower or such Restricted Subsidiary from granting a Lien to the Administrative Agent and the Lenders upon the asset or assets which secure such Debt or otherwise directly corresponding with such financing), or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Restricted Subsidiary to (xi) pay dividends or make other distributions to the Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to the Borrower or any Wholly-Owned other Restricted Subsidiary, (yii) make loans or advances to the Borrower or any Wholly-Owned Restricted Subsidiary or (ziii) transfer any of its assets or properties to the Borrower or any Wholly-Owned Restricted Subsidiary, except, in the case of clause other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bA) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the assets subject Subsidiary to be sold and such salesale is permitted hereunder, transfer(B) restrictions or conditions, disposition or conveyance of property other than those prohibited by clause (b), imposed by any agreement relating to Debt secured by Liens permitted under Section 7.02(k), Acquired Debt, the Huntington Debt, Nonrecourse Debt, Permitted Receivables Transactions and other secured Debt permitted by this Agreement and (fC) prohibitions customary provisions in leases and limitations that exist pursuant to applicable requirements of lawother contracts restricting the assignment thereof.

Inconsistent Agreements. NotThe Borrower shall not, and shall not suffer or permit any other Group Member of its Subsidiaries to, enter into any agreement Contract containing any provision which would that would: (ia) cause a Default hereunder or be violated or breached by any borrowing by Borrower such Person hereunder or by the performance by Borrower or any other Loan Party such Person of any of its Obligations obligations hereunder or under any other Loan Document; (b) except for Permitted Liens, (ii) prohibit Borrower or any other Group Member such Person from granting to the Administrative Agent and the Lender Lenders a Lien on any of its assets that constitute Collateral pursuant hereto or any other Loan Document; or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documentsexcept for Permitted Liens, create or permit to exist or become effective any encumbrance Lien or restriction on the ability of any other Subsidiary such Person to (x) except for Permitted Investments, make Restricted Payments, pay dividends or make other distributions to the Borrower or any Wholly-Owned Subsidiaryof its Subsidiaries, or pay any Debt Indebtedness owed to the Borrower or any Wholly-Owned Subsidiaryof its Subsidiaries, (y) except for Permitted Indebtedness, make loans or advances to the Borrower or any Wholly-Owned Subsidiary of its Subsidiaries or Guarantee Indebtedness of the Borrower or any of its Subsidiaries, or (z) except for Permitted Acquisitions, or as otherwise permitted hereunder, transfer any of its assets or properties to the Borrower or any Wholly-Owned Subsidiaryof its Subsidiaries. The foregoing shall not apply to (i) any restrictions or conditions imposed by Law or the Loan Documents; (ii) solely with respect to clauses (b) and (c) above, exceptcustomary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or consolidation) solely to the extent that (x) are only in effect pending consummation of the acquisition or sale contemplated pursuant to such agreement and (y) such restrictions or conditions (A) require the Borrower or any of its Subsidiaries to conduct its business in the ordinary course of business (with respect to such assets or businesses) pending the consummation of such transaction consistent with historic practices or (B) are only in effect (with respect to such assets or businesses) pending the consummation of such transaction (provided that such restrictions and conditions apply only to the assets or property subject to such transaction (or, if applicable, the conduct of business of the Borrower or such Subsidiaries with respect to such assets or businesses) and that such sale is permitted or, in the case of clause the sale of the Borrower, such agreement contemplates the repayment in full of the Obligations hereunder); (iiiii) solely with respect to clauses (b) and (iiic)(z) above: , customary provisions in contracts (aincluding without limitation leases and licenses of Intellectual Property) negative pledges and restrictions on Liens restricting the assignment thereof or, in favor the case of any holder lease or license, the sublease or sublicense or other disposition of Debt permitted under Section 7.1(bthe applicable leased or licensed property; (iv) solely with respect to clauses (b) and 7.1(k(c) but solely above, restrictions or conditions imposed by any agreement governing secured Permitted Indebtedness, to the extent any negative pledge that such restrictions or limitation on Liens relates conditions apply only to the property that is the subject of or assets securing such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property Indebtedness; and (fv) prohibitions and limitations that exist pursuant to applicable requirements of lawRestrictive Agreements listed on Schedule 7.15.

Inconsistent Agreements. NotThe Company is not a party to, and will not suffer on or permit after the date of this Agreement enter into, any other Group Member to, enter agreement which conflicts with the provisions of this Agreement nor has the Company entered into any agreement containing such agreement, and the Company will not on or after the date of this Agreement modify in any provision manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit the Company from granting registration rights, which would become exercisable from and after the Closings (as defined in the Securities Purchase Agreement), to any Person (a "Third Party") who becomes an owner of shares of any of the Company's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) be violated the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or breached by any borrowing by Borrower not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder or as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(ii)), provided, further, however, that if such registration is not initiated by the performance by Borrower or any other Loan Party Initial Holders such registration shall not be deemed one of any the Required Registrations for purposes of its Obligations hereunder or under any other Loan Documentthe limitations contained in the second paragraph of Section 2(a)(i), and (ii) prohibit Borrower or any other Group Member from granting the Third Party is required to Agent enter into the agreements provided for in Section 3 hereof (as if it were the Company) on the terms and for the Lender a Lien on any of its assets that constitute Collateral or period applicable to the Company (iii) other than including preventing sales pursuant to any agreement Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in effect on the Closing Date and set forth on Schedule 7.9, or an Underwritten Offering initiated by Holders of Registrable Securities pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely 2(a). The rights granted to the extent Holders hereunder do not in any negative pledge or limitation on Liens relates way conflict with and are not inconsistent with the rights granted to the property that is holders of the subject of Company's other issued and outstanding securities under any such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawagreements.

Inconsistent Agreements. NotWyndham is not a party to, and will not suffer ----------------------- on or permit after the date of this Agreement enter into, any other Group Member to, enter agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any agreement containing such agreement, and Wyndham will not on or after the date of this Agreement modify in any provision manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which would become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) be violated the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or breached by any borrowing by Borrower not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder or as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the performance by Borrower or any other Loan Party Initial Holders such registration shall not be deemed one of any the eight Required Registrations for purposes of its Obligations hereunder or under any other Loan Documentthe limitations contained in the second paragraph of Section 2(a)(i), and (ii) prohibit Borrower or any other Group Member from granting the Third Party is required to Agent enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the Lender a Lien on any of its assets that constitute Collateral or period applicable to Wyndham (iii) other than including preventing sales pursuant to any agreement Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in effect on the Closing Date and set forth on Schedule 7.9, or an Underwritten Offering initiated by Holders of Registrable Securities pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely 2(a). The rights granted to the extent Holders hereunder do not in any negative pledge or limitation on Liens relates way conflict with and are not inconsistent with the rights granted to the property that is the subject holders of Wyndham's other issued and outstanding securities under any such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawagreements.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member to, enter Enter into any agreement containing any provision which would Contractual Obligation (i) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower other than this Agreement or any other Loan Party Document or any documentation governing Indebtedness permitted to be incurred pursuant to Section 2.18) that (i) requires the grant of any a Lien to secure an obligation of its Obligations hereunder such Person if a Lien is granted to secure another obligation of such Person; or under any other Loan Document, (ii) prohibit limits the ability (A) of any Subsidiary to make Restricted Payments to any Loan Party or to otherwise transfer property to any Loan Party, (B) of any Subsidiary to Guarantee the Indebtedness of any Loan Party or become a direct Borrower hereunder, or (C) of any Borrower or any other Group Member from granting Subsidiary to Agent and the Lender a Lien on any of its assets that constitute Collateral create, incur, assume or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit suffer to exist or become effective any encumbrance or restriction Liens on the ability property of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiarysuch Person; provided, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiaryhowever, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: that this Section 7.09 shall not prohibit limitations: (a) in respect of any negative pledges and restrictions on Liens pledge incurred or provided in favor of any holder of Debt Indebtedness permitted under Section 7.1(b7.01; provided that such negative pledge (x) and 7.1(k) but applies solely to a Subsidiary that is not a Loan Party; (y) is not materially more restrictive than the extent restrictions set forth in the Loan Documents; or (z) does not materially impair the Borrowers’ ability to pay their obligations under the Loan Documents as and when due (as determined in good faith by the Borrowers); (b) (x) in respect of customary restrictions and conditions contained in any negative pledge agreement relating to any Disposition not prohibited hereunder (in which case such restrictions or limitation on Liens relates conditions shall relate only to the applicable property) or otherwise relating to a Disposition that is conditioned upon the amendment, restatement or replacement of this Agreement or the repayment in full of amounts owing hereunder or (y) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property that is or assets securing such Indebtedness; (c) consisting of restrictions regarding licenses or sublicenses by a Loan Party or a Subsidiary of a Loan Party of Intellectual Property in the subject Ordinary Course of Business (in which case such Debt and the proceeds and products thereof, restrictions shall relate only to such Intellectual Property); (bd) customary restrictions anti-assignment provisions found in Contractual Obligations entered into in the Ordinary Course of Business; (e) in the documents entered into in connection with any Subordinated Indebtedness incurred pursuant to Section 7.01(v) or any documents governing a renewal, extension or refinancing thereof permitted by the terms of the applicable intercreditor or subordination provisions or agreement reasonably satisfactory to the Administrative Agent executed or entered into in connection with such Subordinated Indebtedness; (f) governing Indebtedness outstanding on leases, subleases, licenses or asset sale agreements otherwise permitted hereby the date any Person first becomes a Subsidiary of Holdings (so long as such agreement was not entered into solely in contemplation of such person becoming a Subsidiary of such Person); and (g) consisting of restrictions relate to imposed by any holder of a Lien permitted by Section 7.02 restricting the assets transfer of the property subject thereto; provided, (c) customary provisions restricting assignment of any agreement that such restrictions are not entered into in the ordinary course contemplation of business, this clause (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawg).

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party or its Subsidiaries to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by the Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to the Borrower or any Wholly-Owned other Subsidiary, or pay any Debt owed to the Borrower or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Wholly-Owned SubsidiarySubsidiary pending such sale, exceptprovided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the case of clause assignment thereof; provided that, the foregoing restrictions set forth in clauses (iia), (b) and (iiic) above: (a) negative pledges and restrictions on Liens in favor of this Section 7.09 shall not apply to any holder of Debt prohibition, encumbrance, restriction, limitation or condition imposed by any agreement or instrument evidencing Indebtedness permitted under Section 7.1(b) this Agreement, so long as any such prohibition, encumbrance, restriction, limitation or condition permits and 7.1(k) but solely does not limit or restrict the financings evidenced by the Loan Documents (including all grants of Collateral in connection herewith and all payments of principal, interest, fees, costs and expenses required hereby), and so long as such prohibitions, encumbrances, restrictions, limitations and conditions, taken as a whole, are not more restrictive or limiting than those set forth in the Loan Documents (with the understanding that covenants of the type customarily included in agreements or instruments related to high-yield or non-investment grade debt shall be deemed to be not more restrictive or limiting than those set forth in the Loan Documents; provided, however, that to the extent any negative pledge such specific covenant imposed by any agreement or limitation on Liens relates instrument evidencing other Indebtedness permitted by this Agreement is in fact more restrictive or limiting than the corresponding covenant contained in this Agreement, then such specific covenant shall be deemed, automatically and without further action, to be included in this Agreement and to apply to the property that is the subject of such Debt Loan Parties and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long Obligations as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawif fully set forth herein).

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Restricted Subsidiary to, enter into any agreement agreement, document or instrument after the Closing Date containing any provision which would (ia) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit the Borrower or any other Group Member Restricted Subsidiary from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets (other than any provision in any agreement relating to Debt secured by Liens permitted under Section 7.02(k), Acquired Debt, Nonrecourse Debt or Permitted Receivables Transactions that constitute Collateral prohibits the Borrower or such Restricted Subsidiary from granting a Lien to the Administrative Agent and the Lenders upon the asset or assets which secure such Debt or otherwise directly corresponding with such financing), or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Restricted Subsidiary to (xi) pay dividends or make other distributions to the Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to the Borrower or any Wholly-Owned other Restricted Subsidiary, (yii) make loans or advances to the Borrower or any Wholly-Owned Restricted Subsidiary or (ziii) transfer any of its assets or properties to the Borrower or any Wholly-Owned Restricted Subsidiary, exceptother than, in the each case of clause (ii) and (iii) above: (a) negative pledges through (c), (A) customary restrictions and restrictions on Liens conditions contained in favor agreements relating to the sale of all or a substantial part of the assets of any holder of Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions, other than those prohibited by clause (b), imposed by any agreement relating to Debt secured by Liens permitted under Section 7.1(b7.02(k), Acquired Debt, Nonrecourse Debt, Permitted Receivables Transactions and other secured Debt permitted by this Agreement and, (C) and 7.1(k) but solely restrictions or conditions, other than those prohibited by clause (b), imposed by any agreement relating to other Debt not prohibited by Section 7.01, to the extent any negative pledge or limitation on Liens relates to such restrictions are not materially more restrictive than the property that is restrictions contained in this Agreement, as determined in good faith by the subject of such Debt and the proceeds and products thereofBorrower, (bD) customary restrictions on leasesany agreement in effect at the time a Person becomes a Restricted Subsidiary, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (E) any restrictions relate imposed pursuant to the assets subject theretoTriumph Acquisition Agreement, (cF) restrictions or conditions in the documentation governing any Senior Notes that are not materially more restrictive than the restrictions contained in the Senior Notes Indenture, as determined in good faith by the Borrower, and (G) customary provisions in leases and other contracts restricting the assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawthereof.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member to, enter Enter into any agreement containing any provision which would Contractual Obligation (i) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower other than this Agreement or any other Loan Party Document or any documentation governing Indebtedness permitted to be incurred pursuant to Section 2.18) that (i) requires the grant of any a Lien to secure an obligation of its Obligations hereunder such Person if a Lien is granted to secure another obligation of such Person; or under any other Loan Document, (ii) prohibit limits the ability (A) of any Subsidiary to make Restricted Payments to any Loan Party or to otherwise transfer property to any Loan Party, (B) of any Subsidiary to Guarantee the Indebtedness of any Loan Party or become a direct Borrower hereunder, or (C) of any Borrower or any other Group Member from granting Subsidiary to Agent and the Lender a Lien on any of its assets that constitute Collateral create, incur, assume or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit suffer to exist or become effective any encumbrance or restriction Liens on the ability property of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiarysuch Person; provided, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiaryhowever, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: that this Section 7.09 shall not prohibit limitations: (a) in respect of any negative pledges and restrictions on Liens pledge incurred or provided in favor of any holder of Debt Indebtedness permitted under Section 7.1(b7.01(e) and 7.1(kor 7.01(u) but solely to the extent any such negative pledge or limitation on Liens relates to the property that is financed by or the subject of such Debt and the proceeds and products thereof, Indebtedness; (b) in respect of customary restrictions on leasesand conditions contained in any agreement relating to any Disposition not prohibited hereunder (in which case such restrictions or conditions shall relate only to the applicable property) or otherwise relating to a Disposition that is conditioned upon the amendment, subleases, restatement or replacement of this Agreement or the repayment in full of amounts owing hereunder; (c) consisting of restrictions regarding licenses or asset sale agreements otherwise sublicenses by a Loan Party or a Subsidiary of a Loan Party of Intellectual Property in the Ordinary Course of Business (in which case such restrictions shall relate only to such Intellectual Property); (d) customary anti-assignment provisions found in Contractual Obligations entered into in the Ordinary Course of Business (e) in the Subordinated Indebtedness Documents or any documents governing a renewal, extension or refinancing thereof permitted hereby by the terms of the Intercreditor Agreement as in effect as of the Closing Date unless any amendment thereto is consented to by the Loan Parties; and (f) governing Indebtedness outstanding on the date any Person first becomes a Subsidiary of Holdings (so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement was not entered into solely in the ordinary course contemplation of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance such person becoming a Subsidiary of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawPerson).

Inconsistent Agreements. Not(a) Except as contemplated by this Agreement, the Shareholder hereby represents, covenants and not suffer agrees that neither the Shareholder nor any of [its][his or permit her] Controlled Affiliates: (i) has entered into, or shall enter into at any time prior to the Agreement Termination Date, any voting agreement, voting trust or other Group Member tosimilar agreement with respect to [its][his or her] Covered Shares; (ii) has granted, enter or shall grant at any time prior to the Agreement Termination Date, a proxy or power of attorney with respect to [its][his or her] Covered Shares, which is inconsistent with the obligations of the Shareholder pursuant to this Agreement; or (iii) has entered into any agreement containing any provision which that would (i) be violated interfere with, or breached by any borrowing by Borrower hereunder prohibit or by the performance by Borrower prevent [it][him][her] from satisfying, [its][his or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (ii) prohibit Borrower or any other Group Member from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral or (iii) other than her] obligations pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, this Agreement. (b) customary restrictions on leasesThe parties acknowledge and agree that the Shareholder’s Owned Shares are, subleasesand any Covered Shares may become, licenses subject to that certain Pledge Agreement, dated as of March 30, 2022, by and among CIT Northbridge Credit LLC, a Delaware limited liability company (“CNC”), as agent for the Company’s lenders, and the pledgors party thereto (as may be amended, restated, supplemented, extended or asset sale agreements otherwise permitted hereby so long modified from time to time, the “Pledge Agreement”), pursuant to which the Shareholder pledged all of [its][his or her] Owned Shares to CNC as such restrictions relate to security for the assets subject Company’s obligations under that certain Loan, Security and Guarantee Agreement, dated as of March 30, 2022, by and among the Company, the lenders party thereto, and CNC (c) customary provisions restricting assignment the “Pledge”). For the avoidance of doubt and only if the Closing does not occur, any agreement entered into in obligation, action or inaction of the ordinary course Shareholder arising out of businessthe Pledge Agreement and the Pledge of Owned Shares or any Covered Shares thereunder that interferes with, (d) prohibits or prevents the Shareholder from satisfying [Reserved], (e) related to any sale, transfer, disposition its][his or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist her] obligations pursuant to applicable requirements this Agreement, shall constitute a breach of lawthis Agreement.

Inconsistent Agreements. NotThe Company is not a party to, and will not suffer on or permit after the date of this Agreement enter into, any other Group Member to, enter agreement which conflicts with the provisions of this Agreement nor has the Company entered into any agreement containing such agreement, and the Company will not on or after the date of this Agreement modify in any provision manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit the Company from granting registration rights, which would become exercisable from and after the Closings (as defined in the 17 173 Securities Purchase Agreement), to any Person (a "Third Party") who becomes an owner of shares of any of the Company's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) be violated the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or breached by any borrowing by Borrower not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder or as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(ii)), provided, further, however, that if such registration is not initiated by the performance by Borrower or any other Loan Party Initial Holders such registration shall not be deemed one of any the Required Registrations for purposes of its Obligations hereunder or under any other Loan Documentthe limitations contained in the second paragraph of Section 2(a)(i), and (ii) prohibit Borrower or any other Group Member from granting the Third Party is required to Agent enter into the agreements provided for in Section 3 hereof (as if it were the Company) on the terms and for the Lender a Lien on any of its assets that constitute Collateral or period applicable to the Company (iii) other than including preventing sales pursuant to any agreement Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in effect on the Closing Date and set forth on Schedule 7.9, or an Underwritten Offering initiated by Holders of Registrable Securities pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely 2(a). The rights granted to the extent Holders hereunder do not in any negative pledge or limitation on Liens relates way conflict with and are not inconsistent with the rights granted to the property that is holders of the subject of Company's other issued and outstanding securities under any such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawagreements.

Inconsistent Agreements. NotWyndham is not a party to, and will not suffer on or permit after the date of this Agreement enter into, any other Group Member to, enter agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any agreement containing such agreement, and Wyndham will not on or after the date of this Agreement modify in any provision manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which would become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) be violated the Third-Party's registration rights (including, without limitation, demand registra tion rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or breached by any borrowing by Borrower not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder or as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the performance by Borrower or any other Loan Party Initial Holders such registration shall not be deemed one of any the eight Required Registrations for purposes of its Obligations hereunder or under any other Loan Documentthe limitations contained in the second paragraph of Section 2(a)(i), and (ii) prohibit Borrower or any other Group Member from granting the Third Party is required to Agent enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the Lender a Lien on any of its assets that constitute Collateral or period applicable to Wyndham (iii) other than including preventing sales pursuant to any agreement Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in effect on the Closing Date and set forth on Schedule 7.9, or an Underwritten Offering initiated by Holders of Registrable Securities pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely 2(a). The rights granted to the extent Holders hereunder do not in any negative pledge or limitation on Liens relates way conflict with and are not inconsistent with the rights granted to the property that is the subject holders of Wyndham's other issued and outstanding securi ties under any such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawagreements.

Inconsistent Agreements. NotEach of the Borrowers shall not, and shall not suffer or permit any other Group Member of its Subsidiaries to, enter into or become or remain subject to any restriction on the ability of such Borrower or such Subsidiary to make dividends or distributions in cash or kind to such Borrower or such Subsidiary, to make loans, advances or other payments of whatsoever nature to such Borrower or such Subsidiary, or to make transfers or distributions of all or any part of its assets to such Borrower or such Subsidiary either in its Governing Documents or in any agreement containing or contract to which it is a party (other than restrictions in this Credit Agreement, the other Loan Documents, the Existing Lease Financing Guarantee and the New Master Agreement), nor shall any of them enter into any indenture, agreement, instrument or other arrangement which, (a) directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining, or could reasonably be expected to impose materially adverse conditions upon, the incurrence of the Obligations under the Loan Documents, any provisions of this Credit Agreement (including without limitation ss. 6 hereof) or the amending of any of the Loan Documents, (b) contains any provision which would (i) be violated or breached by the making of Loans to any borrowing Borrower, the incurrence of Indebtedness by any Borrower hereunder hereunder, or by the performance by any Borrower or any other Loan Party of its Subsidiaries of any of its Obligations hereunder or obligations under any Loan Document or (c) directly or indirectly prohibits any of the Borrowers or any of its Subsidiaries from creating, assuming or incurring any Lien securing the Obligations upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, other Loan Documentthan (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under ss. 9.2, (ii) prohibit customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower or any other Group Member from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other such Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of businessits business and (iii) restrictions in this Credit Agreement, (d) [Reserved]the other Loan Documents, (e) related to any salethe Existing Lease Financing Guarantee, transferthe New Master Agreement, disposition or conveyance of property the private placement offering permitted by Section 7.5(bss. 9.1(l) pending such saleand, transfer, disposition or conveyance, solely with respect to the assets subject to such saleof Foreign Subsidiaries, transfer, disposition or conveyance agreements in respect of property Indebtedness of Foreign Subsidiaries set -98- forth on Schedule 9.1 hereto and (f) prohibitions and limitations that exist pursuant to applicable requirements agreements in respect of lawIndebtedness of Foreign Subsidiaries permitted under ss. 9.1(i).

Inconsistent Agreements. Not, (a) The Company shall not (and not suffer or permit any shall ensure that no other member of the Group Member to, shall) enter into any agreement containing any provision which would indenture, agreement, instrument or other arrangement which: (i) be violated directly or breached by any borrowing by Borrower hereunder indirectly prohibits or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (ii) prohibit Borrower or any other Group Member from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9restrains, or pursuant to has the Loan effect of prohibiting or restraining, or imposes materially adverse conditions upon the incurrence of the obligations of the Obligors under the Finance Documents, create the amending of the Finance Documents or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Company (other Subsidiary to than the Previous Parent) to: (xA) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, on its issued share capital; (yB) make loans or advances to Borrower the Company; or (C) repay loans or any Wholly-Owned advances from the Company except (x) restrictions and limitations imposed by Law or by the Finance Documents, (y) customary restrictions and limitations contained in agreements relating to the sale of a Subsidiary or its assets that is permitted hereunder, (z) transfer restrictions and conditions imposed by agreements relating to the Financial Indebtedness of any Subsidiary in existence at the time such Subsidiary becomes a Subsidiary but not created in contemplation of or in connection with such Subsidiary becoming a Subsidiary (or any refinancing or amendment thereof that does not result in a materially more restrictive restriction or condition), provided that such restrictions and conditions apply only to such Subsidiary and its respective Subsidiaries, (aa) in the case of any Subsidiary that is not a wholly-owned Subsidiary, customary restrictions and conditions imposed by its organisational documents or any joint venture or similar agreement, (bb) solely for the first 60 days following the Term Loan Closing Date, restrictions set forth in any indenture, agreement, instrument or other arrangement to which the Target or any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, exceptSubsidiaries is party and (cc) where, in the case of clause (A), (B) and (C), any such prohibition, restraint or imposition does not, or could not reasonably be expected to, have a material adverse effect on the ability of the Company to comply with its payment obligations under the Finance Documents; or (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor contains any provision which would be violated or breached by the making of Loans or by the performance by any Obligor of any holder of Debt permitted its obligations under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawFinance Document.