Common use of Limitation of Restrictions Affecting Subsidiaries Clause in Contracts

Limitation of Restrictions Affecting Subsidiaries. None of the Issuer Related Parties shall, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Issuer Related Party to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Issuer Related Party or any Subsidiary of such Issuer Related Party; (b) make loans or advances to such Issuer Related Party or any Subsidiary of such Issuer Related Party; (c) transfer any of its properties or assets to such Issuer Related Party or any Subsidiary of such Issuer Related Party; (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereof, other than encumbrances and restrictions arising under (i) applicable Law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Issuer Related Party or any Subsidiary of such Issuer Related Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Issuer Related Party or any Subsidiary of such Issuer Related Party, (v) the Prepetition First Lien Obligations, (vi) the Second Lien Notes or (vii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien.

Limitation of Restrictions Affecting Subsidiaries. None No Credit Party shall, or shall permit any of the Issuer Related Parties shallits Restricted Subsidiaries to, directly, or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or consensual restriction which prohibits or limits the ability of any Credit Party or Restricted Subsidiary of such Issuer Related Party to to: (a) pay dividends or make any other distributions or pay any Indebtedness owed to such Issuer Related Party Parent Borrower or any Restricted Subsidiary of such Issuer Related Party(1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (b) make loans or advances to such Issuer Related Party Parent Borrower or any Restricted Subsidiary that is a direct or indirect parent of such Issuer Related PartyRestricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (ci) transfer (1) contractual encumbrances or restrictions in effect on the Restatement Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (2) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, the Term Credit Agreement (and all guarantee, security and other documents relating thereto), the Con-way Bridge Credit Agreement and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of its such agreements or instruments; (ii) (x) the 2019 Notes Indenture, the 2019 Notes or the guarantees thereunder and (y) the 2021/2022 Notes Indenture, the 2021 Notes, the 2022 Notes or the guarantees thereunder; (iii) applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by Parent Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets to such Issuer Related Party or of any Subsidiary of such Issuer Related Party; (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereofPerson, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 7.1 and Section 7.7 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; (xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitations, licenses of intellectual property) or other contracts; (xii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; (xiii) other Indebtedness, Disqualified Capital Stock or Preferred Stock (a) of Parent Borrower or any Restricted Subsidiary that is a Credit Party or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Credit Party or a Foreign Subsidiary so long as such encumbrances and restrictions arising under contained in any agreement or instrument will not materially affect Parent Borrower’s or any Credit Party’s ability to make anticipated principal or interest payments on the Loans (as determined in good faith by Parent Borrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Capital Stock or Preferred Stock is permitted to be Incurred subsequent to the Restatement Date pursuant to Section 7.1; (xiv) any Restricted Investment not prohibited by Section 7.2 and any Permitted Investment; or (xv) any encumbrances or restrictions of the type referred to in Section 7.3(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) applicable Lawthrough (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) this Agreement, (iii) customary provisions restricting subletting the subordination of loans or assignment of any lease governing advances made to Parent Borrower or a leasehold interest of such Issuer Related Party Restricted Subsidiary to other Indebtedness Incurred by Parent Borrower or any such Restricted Subsidiary of such Issuer Related Party, (iv) customary restrictions shall not be deemed a restriction on dispositions of real property interests found in reciprocal easement agreements of such Issuer Related Party the ability to make loans or any Subsidiary of such Issuer Related Party, (v) the Prepetition First Lien Obligations, (vi) the Second Lien Notes or (vii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lienadvances.

Limitation of Restrictions Affecting Subsidiaries. None of the Issuer Related Parties No Restricted Person shall, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which that prohibits or limits the ability of any Subsidiary of such Issuer Related Party Restricted Person to (a) pay dividends or make other distributions or pay any Indebtedness indebtedness owed to such Issuer Related Party or any Subsidiary of such Issuer Related Party; Restricted Person (b) make loans or advances to such Issuer Related Party or any Subsidiary of such Issuer Related Party; Restricted Person, (c) transfer any of its properties or assets to such Issuer Related Party any Restricted Person, or any Subsidiary of such Issuer Related Party; (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereofacquired, other than encumbrances and restrictions arising under (i) applicable Lawlaw, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Issuer Related Party or any Subsidiary of such Issuer Related PartyRestricted Person, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Issuer Related Party or any Subsidiary of such Issuer Related PartyRestricted Person, (v) any agreement relating to permitted indebtedness incurred by any Restricted Person (other than any Grantor Party) prior to the Prepetition First Lien Obligationsdate on which such Restricted Person became a Restricted Person and outstanding on such date, (vi) any agreement set forth on Schedule 4.12, as in effect on the Second Lien Notes or date hereof, (vii) the extension or continuation of contractual obligations of any Permitted Lien or any document or instrument governing any Permitted Lien, Restricted Person in existence on the date hereof; provided, however, that (x) any such restriction encumbrances or restrictions contained therein relates only in such extension or continuation are no less favorable to Lender than those encumbrances and restrictions under or pursuant to the asset contractual obligations so extended or assets subject continued and (y) in the case of any agreement with respect to any Unrestricted Subsidiary or otherwise set forth on Schedule 4.12, such Permitted Lienextension or continuation (together with, if requested by either Agent, the delivery of a copy of the relevant documentation) is disclosed to each Agent reasonably prior to the effectiveness thereof, and (viii) the terms of any financing transaction permitted by Section 6.8(i) with respect to the property of the Other Restricted Person having entered into such financing transaction.

Limitation of Restrictions Affecting Subsidiaries. None of the Issuer Related Parties Each Obligor shall ensure that no Restricted Person shall, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which that prohibits or limits the ability of any Subsidiary of such Issuer Related Party to Restricted Person to: (a) pay dividends or make other distributions or pay any Indebtedness indebtedness owed to such Issuer Related Party or any Subsidiary of such Issuer Related Party; Restricted Person (b) make loans or advances to such Issuer Related Party or any Subsidiary of such Issuer Related Party; Restricted Person (c) transfer any of its properties or assets to such Issuer Related Party or any Subsidiary of such Issuer Related PartyRestricted Person; or (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereofacquired, other than encumbrances and restrictions arising under under (i) applicable Law, law, (ii) this Agreement, , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Issuer Related Party or any Subsidiary of such Issuer Related Party, Restricted Person, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Issuer Related Party or any Subsidiary of such Issuer Related Party, Restricted Person, (v) any agreement relating to permitted indebtedness incurred by any Restricted Person (other than any Grantor Party) prior to the Prepetition First Lien Obligations, date on which such Restricted Person became a Restricted Person and outstanding on such date (vi) any agreement set forth in Schedule 15 (Restricted Persons), as in effect on the Second Lien Notes or date hereof, (vii) the extension or continuation of contractual obligations of any Permitted Lien or any document or instrument governing any Permitted Lien, Restricted Person in existence on the date hereof; provided, however, that (x) any such restriction encumbrances or restrictions contained therein relates only in such extension or continuation are no less favourable to the asset Lender than those encumbrances and restrictions under or assets subject pursuant to the contractual obligations so extended or continued and (y) in the case of any agreement with respect to any Unrestricted Subsidiary or otherwise set forth on Schedule 15 (Restricted Persons), such Permitted Lienextension or continuation (together with, if requested by either Agent, the delivery of a copy of the relevant documentation) is disclosed to each Agent reasonably prior to the effectiveness thereof; and (viii) the terms of any financing transaction permitted by Clause 19.8(j) with respect to the property of the Other Restricted Person having entered into such financing transaction.

Limitation of Restrictions Affecting Subsidiaries. None of the Issuer Related Parties No Credit Party shall, directlyor shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or consensual restriction which prohibits or limits the ability of any Credit Party or Restricted Subsidiary of such Issuer Related Party to to: (a) pay dividends or make any other distributions or pay any Indebtedness owed to such Issuer Related Party Parent Borrower or any Restricted Subsidiary of such Issuer Related Party(1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (b) make loans or advances to such Issuer Related Party Parent Borrower or any Restricted Subsidiary that is a direct or indirect parent of such Issuer Related PartyRestricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (ci) transfer (1) contractual encumbrances or restrictions in effect on the Amendment No. 36 Effective Date (including encumbrances or restrictions imposed on Con- way and any Subsidiary thereof which is a Restricted Subsidiary) and (2) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, the Term Credit Agreement (and all guarantee, security and other documents relating thereto), the Bilateral Credit Agreement and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of its such agreements or instruments; (ii) (x) the 2022 Notes Indenture, the 2022 Notes or the guarantees thereunder, (y) the 2023 Notes Indenture, the 2023 Notes or the guarantees thereunder or, (zy) the 2024 Notes Indenture, the 2024 Notes or the guarantees thereunder or (z) the 2025 Notes Indenture, the 2025 Notes or the guarantees thereunder; (iii) applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by Parent Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets to such Issuer Related Party or of any Subsidiary of such Issuer Related Party; (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereofPerson, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 7.1 and Section 7.7 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; (xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts; (xii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; (xiii) other Indebtedness, Disqualified Capital Stock or Preferred Stock (a) of Parent Borrower or any Restricted Subsidiary that is a Credit Party or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Credit Party or a Foreign Subsidiary so long as such encumbrances and restrictions arising under contained in any agreement or instrument will not materially affect Parent Borrower’s or any Credit Party’s ability to make anticipated principal or interest payments on the Loans (as determined in good faith by Parent Borrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Capital Stock or Preferred Stock is permitted to be Incurred subsequent to the Amendment No. 36 Effective Date pursuant to Section 7.1; (xiv) any Restricted Investment not prohibited by Section 7.2 and any Permitted Investment; or (xv) any encumbrances or restrictions of the type referred to in Section 7.3(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) applicable Lawthrough (xiv) above; provided that such amendments, (ii) this Agreementmodifications, (iii) customary provisions restricting subletting restatements, renewals, increases, supplements, refundings, replacements or assignment refinancings are, in the good faith judgment of any lease governing a leasehold interest of such Issuer Related Party or any Subsidiary of such Issuer Related PartyParent Borrower, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Issuer Related Party or any Subsidiary of such Issuer Related Party, (v) the Prepetition First Lien Obligations, (vi) the Second Lien Notes or (vii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that any such restriction contained therein relates only to the asset or assets subject no more restrictive with respect to such Permitted Liendividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.; or

Limitation of Restrictions Affecting Subsidiaries. None of the Issuer Related Parties No Credit Party shall, directlyor shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or consensual restriction which prohibits or limits the ability of any Credit Party or Restricted Subsidiary of such Issuer Related Party to to: (a) pay dividends or make any other distributions or pay any Indebtedness owed to such Issuer Related Party Parent Borrower or any Restricted Subsidiary of such Issuer Related Party(1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (b) make loans or advances to such Issuer Related Party Parent Borrower or any Restricted Subsidiary that is a direct or indirect parent of such Issuer Related PartyRestricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (ci) transfer (1) contractual encumbrances or restrictions in effect on the Amendment No. 3 Effective Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (2) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, the Term Credit Agreement (and all guarantee, security and other documents relating thereto) and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of its such agreements or instruments; (ii) (x) the 2022 Notes Indenture, the 2022 Notes or the guarantees thereunder, (y) the 2023 Notes Indenture, the 2023 Notes or the guarantees thereunder or (z) the 2024 Notes Indenture, the 2024 Notes or the guarantees thereunder; (iii) applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by Parent Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets to such Issuer Related Party or of any Subsidiary of such Issuer Related Party; (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereofPerson, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 7.1 and Section 7.7 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; (xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts; (xii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; (xiii) other Indebtedness, Disqualified Capital Stock or Preferred Stock (a) of Parent Borrower or any Restricted Subsidiary that is a Credit Party or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Credit Party or a Foreign Subsidiary so long as such encumbrances and restrictions arising under contained in any agreement or instrument will not materially affect Parent Borrower’s or any Credit Party’s ability to make anticipated principal or interest payments on the Loans (as determined in good faith by Parent Borrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Capital Stock or Preferred Stock is permitted to be Incurred subsequent to the Amendment No. 3 Effective Date pursuant to Section 7.1; (xiv) any Restricted Investment not prohibited by Section 7.2 and any Permitted Investment; or (xv) any encumbrances or restrictions of the type referred to in Section 7.3(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) applicable Lawthrough (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) this Agreement, (iii) customary provisions restricting subletting the subordination of loans or assignment of any lease governing advances made to Parent Borrower or a leasehold interest of such Issuer Related Party Restricted Subsidiary to other Indebtedness Incurred by Parent Borrower or any such Restricted Subsidiary of such Issuer Related Party, (iv) customary restrictions shall not be deemed a restriction on dispositions of real property interests found in reciprocal easement agreements of such Issuer Related Party the ability to make loans or any Subsidiary of such Issuer Related Party, (v) the Prepetition First Lien Obligations, (vi) the Second Lien Notes or (vii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lienadvances.

Limitation of Restrictions Affecting Subsidiaries. None of the Issuer Related Parties No Credit Party shall, directlyor shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or consensual restriction which prohibits or limits the ability of any Credit Party or Restricted Subsidiary of such Issuer Related Party to to: (a) pay dividends or make any other distributions or pay any Indebtedness owed to such Issuer Related Party Parent Borrower or any Restricted Subsidiary of such Issuer Related Party(1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (b) make loans or advances to such Issuer Related Party Parent Borrower or any Restricted Subsidiary that is a direct or indirect parent of such Issuer Related PartyRestricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (ci) transfer (1) contractual encumbrances or restrictions in effect on the Amendment No. 67 Effective Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (2) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, the Term Credit Agreement (and all guarantee, security and other documents relating thereto), the Bilateral Credit Agreement and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of its such agreements or instruments; (ii) the 2023 Notes Indenture, the 2023 Notes or the guarantees thereunder, (y) the 2024 Notes Indenture, the 2024 Notes or the guarantees thereunder or (z) the 2025 Notes Indenture, the 2025 Notes or the guarantees thereunder; (iii) applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by Parent Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets to such Issuer Related Party or of any Subsidiary of such Issuer Related Party; (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereofPerson, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 7.1 and Section 7.7 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; (xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts; (xii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; (xiii) other Indebtedness, Disqualified Capital Stock or Preferred Stock (a) of Parent Borrower or any Restricted Subsidiary that is a Credit Party or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Credit Party or a Foreign Subsidiary so long as such encumbrances and restrictions arising under contained in any agreement or instrument will not materially affect Parent Borrower’s or any Credit Party’s ability to make anticipated principal or interest payments on the Loans (as determined in good faith by Parent Borrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Capital Stock or Preferred Stock is permitted to be Incurred subsequent to the Amendment No. 67 Effective Date pursuant to Section 7.1; (xiv) any Restricted Investment not prohibited by Section 7.2 and any Permitted Investment; (xv) any encumbrances or restrictions of the type referred to in Section 7.3(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) applicable Lawthrough (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (xvi) the Spin Transactions. For purposes of determining compliance with this Section 7.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) this Agreement, (iii) customary provisions restricting subletting the subordination of loans or assignment of any lease governing advances made to Parent Borrower or a leasehold interest of such Issuer Related Party Restricted Subsidiary to other Indebtedness Incurred by Parent Borrower or any such Restricted Subsidiary of such Issuer Related Party, (iv) customary restrictions shall not be deemed a restriction on dispositions of real property interests found in reciprocal easement agreements of such Issuer Related Party the ability to make loans or any Subsidiary of such Issuer Related Party, (v) the Prepetition First Lien Obligations, (vi) the Second Lien Notes or (vii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lienadvances.

Limitation of Restrictions Affecting Subsidiaries. None of the Issuer Related Parties shall, directly, or indirectly, Each Loan Party shall not create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Issuer Related Loan Party to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Issuer Related Party or any Subsidiary of such Issuer Related another Loan Party; (b) make loans or advances to such Issuer Related Party or any Subsidiary of such Issuer Related another Loan Party; , (c) transfer any of its properties or assets to such Issuer Related Party or any Subsidiary of such Issuer Related another Loan Party; or (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereofacquired, other than encumbrances and restrictions arising under (i) applicable Lawlaw, (ii) this Agreement or any other Financing Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Issuer Related Party or any Subsidiary of such Issuer Related Loan Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Issuer Related Party or any Subsidiary of such Issuer Related Loan Party, (v) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Loan Party prior to the Prepetition First Lien Obligationsdate on which such Subsidiary was acquired by such Loan Party and outstanding on such acquisition date, (vi) customary provisions in license agreements restricting assignments or transfers of the Second Lien Notes or rights of a licensee under such license agreement, (vii) the Existing HPT Leases (as in effect on the date hereof) and any Permitted Lien other Lease Agreement entered into after the date hereof; provided, that, any such encumbrances or restrictions contained in any document other Lease Agreement (taken as a whole) are not materially less favorable to Loan Parties, Agent or instrument governing Lenders than those encumbrances and restrictions under the Existing HPT Leases (as in effect on the date hereof), (viii) customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (ix) any Permitted Lienagreement relating to Indebtedness permitted hereunder; provided, that, any such encumbrances or restrictions contained therein are no more restrictive (taken as a whole) then the encumbrances and restrictions contained in the Financing Agreements, (x) any agreement relating to the purchase money Indebtedness or Capital Leases permitted under Section 9.9(b) hereof, provided, that any that, such restriction contained therein relates encumbrances or restrictions relate only to the asset or assets subject which secure such Indebtedness of Capital Leases, and (xi) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder so long as such Permitted Lienrestrictions relate only to the equity interests issued by such joint venture.

Limitation of Restrictions Affecting Subsidiaries. None of the Issuer Related Parties shallEach Loan Party shall not, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which that prohibits or limits the ability of any Loan Party or any Subsidiary of such Issuer Related Loan Party to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Issuer Related Loan Party or any Subsidiary of such Issuer Related Loan Party; , (b) make loans or advances to such Issuer Related Loan Party or any Subsidiary of such Issuer Related Loan Party; , (c) transfer any of its properties or assets to such Issuer Related Loan Party or any Subsidiary of such Issuer Related Loan Party; , or (d) create, incur, assume or suffer to exist any lien Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereofacquired, other than encumbrances and restrictions arising under (i) applicable Lawlaw, (ii) this AgreementAgreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Issuer Related Loan Party or any Subsidiary of such Issuer Related Loan Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Issuer Related Loan Party or any Subsidiary of such Issuer Related Loan Party, (v) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Loan Party prior to the Prepetition First Lien Obligationsdate on which such Subsidiary was acquired by such Loan Party and outstanding on such acquisition date, (vi) any document or agreement evidencing contractual obligations in existence on the Second Lien Notes Closing Date (including the Senior Notes) and any amendment, extension, continuation or refinancing of such obligations; provided that any such encumbrances or restrictions contained in any document or agreement, as so amended, extended, continued or refinanced, are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in such document or agreement immediately prior to such amendment, extension, continuation or refinancing, (vii) Indebtedness incurred after the Closing Date and permitted under Section 10.3(b); provided that any Permitted Lien encumbrance or restriction shall be effective only against the assets financed thereby or the proceeds thereof, (viii) Indebtedness incurred after the Closing Date and permitted under Section 10.3(m), (ix) Indebtedness permitted to be incurred under Section 10.3(h) or (q) by any of the Loan Parties and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such encumbrances or restrictions contained in any document or instrument governing agreement evidencing such Indebtedness and any Permitted Lienamendment, providedextension, continuation or refinancing of such Indebtedness, are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in this Agreement (in effect as of the Closing Date); (x) Indebtedness permitted to be incurred under Section 10.3(e) or (p) by any of the Loan Parties after the Closing Date and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such restriction encumbrances or restrictions contained therein relates only in any document or agreement evidencing such Indebtedness and any amendment, extension, continuation or refinancing of such Indebtedness (A) are not more restrictive, taken as a whole, than those encumbrances and restrictions contained in this Agreement (in effect as of the Closing Date), (B) do not restrict in any manner (directly or indirectly) Liens created pursuant to the asset Loan Documents and (C) do not require the direct or assets subject indirect granting of any Lien securing any Indebtedness, and (xi) Indebtedness permitted to be incurred under Section 10.3(r) by any of the Loan Parties after the Closing Date and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such encumbrances or restrictions contained in any document or agreement evidencing such Indebtedness and any amendment, extension, continuation or refinancing of such Indebtedness are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in such document or agreement immediately prior to such Permitted Lienamendment, extension, continuation or refinancing.” 2.14 Amendment to Section 10.12(b)

Limitation of Restrictions Affecting Subsidiaries. None of the Issuer Related Parties shallEach Loan Party shall not, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which that prohibits or limits the ability of any Loan Party or any Subsidiary of such Issuer Related Loan Party to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Issuer Related Loan Party or any Subsidiary of such Issuer Related Loan Party; , (b) make loans or advances to such Issuer Related Loan Party or any Subsidiary of such Issuer Related Loan Party; , (c) transfer any of its properties or assets to such Issuer Related Loan Party or any Subsidiary of such Issuer Related Loan Party; , or (d) create, incur, assume or suffer to exist any lien Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereofacquired, other than encumbrances and restrictions arising under (i) applicable Lawlaw, (ii) this AgreementAgreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Issuer Related Loan Party or any Subsidiary of such Issuer Related Loan Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Issuer Related Loan Party or any Subsidiary of such Issuer Related Loan Party, (v) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Loan Party prior to the Prepetition First Lien Obligationsdate on which such Subsidiary was acquired by such Loan Party and outstanding on such acquisition date, (vi) any document or agreement evidencing contractual obligations in existence on the Second Lien Notes Closing Date (including the Senior Notes) and any amendment, extension, continuation or refinancing of such obligations; provided that any such encumbrances or restrictions contained in any document or agreement, as so amended, extended, continued or refinanced, are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in such document or agreement immediately prior to such amendment, extension, continuation or refinancing, (vii) Indebtedness incurred after the Closing Date and permitted under Section 10.3(b); provided that any Permitted Lien encumbrance or restriction shall be effective only against the assets financed thereby or the proceeds thereof, (viii) Indebtedness incurred after the Closing Date and permitted under Section 10.3(m), (ix) Indebtedness permitted to be incurred under Section 10.3(h) or (q) by any of the Loan Parties and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such encumbrances or restrictions contained in any document or instrument governing agreement evidencing such Indebtedness and any Permitted Lienamendment, providedextension, continuation or refinancing of such Indebtedness, are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in this Agreement (in effect as of the Closing Date); (x) Indebtedness permitted to be incurred under Section 10.3(e) or (p) by any of the Loan Parties after the Closing Date and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such restriction encumbrances or restrictions contained therein relates only in any document or agreement evidencing such Indebtedness and any amendment, extension, continuation or refinancing of such Indebtedness (A) are not more restrictive, taken as a whole, than those encumbrances and restrictions contained in this Agreement (in effect as of the Closing Date), (B) do not restrict in any manner (directly or indirectly) Liens created pursuant to the asset Loan Documents and (C) do not require the direct or assets subject indirect granting of any Lien securing any Indebtedness, and (xi) Indebtedness permitted to be incurred under Section 10.3(r) by any of the Loan Parties after the Closing Date and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such encumbrances or restrictions contained in any document or agreement evidencing such Indebtedness and any amendment, extension, continuation or refinancing of such Indebtedness are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in such document or agreement immediately prior to such Permitted Lienamendment, extension, continuation or refinancing.”