Common use of Limitation on Certain Restrictions on Subsidiaries Clause in Contracts

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture Documents and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower Holdings or any of its the Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower Holdings or any of its the Restricted Subsidiaries is the licensee) or other contract entered into by Borrower Holdings or any of its the Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower Holdings or any Restricted Subsidiary of BorrowerHoldings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower Holdings or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (ix) the Permitted Junior Debt Documents, Documents and (iiy) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and Documents, (iii) the Permitted Pari Passu Loan Documents, (iv) any documentation governing ABL Term Incremental Equivalent Debt and (v) any documentation governing ABL Term Refinancing Debt; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower The Borrowers will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Lead Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Lead Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Lead Borrower or any Restricted Subsidiary of Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Lead Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, Documents and (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction Financing or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Lead Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction Financing or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable Requirements of Law; ; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its Restricted Subsidiaries; a Subsidiary; (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries a Subsidiary in the ordinary course of business; ; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions on the transfer of and conditions contained in any asset pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset; sale; (vii) any agreement or instrument governing Indebtedness assumed in connection with effect at the time such Subsidiary becomes a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or the properties in contemplation of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; person becoming a Subsidiary of Borrower; (viii) encumbrances without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixx) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary and property held in the subject joint venture or other entity; or (xii) any Subsidiary encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of such Foreign Subsidiary; (x) an agreement effecting a refinancingthe contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause (vii) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. The Lead Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Law; (ii) this Agreement and the other Credit Documents, the ABL Cash Flow Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Lead Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Lead Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Lead Borrower or any Restricted Subsidiary of the Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary that is not a Credit Party incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Lead Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary of its Restricted SubsidiariesBorrower, or pay any Indebtedness owed to Borrower or any a Subsidiary of its Restricted Subsidiaries, Borrower; (b) make loans or advances to Borrower or any of its Restricted Subsidiaries Borrower’s Subsidiaries; or (c) transfer any of its properties or assets to Borrower or any of its Restricted Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or (iv) existing restrictions under Indebtedness existing on the properties of any such PersonClosing Date and described in Schedule 6.01 attached hereto, other than the Persons or the properties acquired in such Permitted Acquisition; (viiiv) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating with respect solely to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred Holdings imposed pursuant to an a binding agreement which has been entered into for the sale or instrument referred disposition of all of the Equity Interests or assets of such Subsidiary; provided that, such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, (vi) in connection with and pursuant to refinancings permitted under this Agreement, replacements of restrictions imposed pursuant to clause (iv) or this clause (vi) that are not more restrictive taken as a whole than those being replaced and do not apply to any other person or assets other than those that would have been covered by the restrictions in the Indebtedness so refinanced or replaced, or (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions with respect to the disposition or distribution of assets in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable relating solely to the assets subject to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityagreement.

Limitation on Certain Restrictions on Subsidiaries. Borrower The Borrowers will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL First Lien Term Loan Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture Second Lien Term Loan Credit Agreement and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents[reserved]; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Lead Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Lead Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Lead Borrower or any Restricted Subsidiary of Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, Documents and (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documentsdefinitive documentation governing First Lien Incremental Equivalent/Refinancing Debt and/or Second Lien Incremental Equivalent/ Refinancing Debt; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction Financing or a Receivables Facility that, in each case, permitted by Section 10.0410.04(xxiv), are necessary or advisable, in the good faith determination of Lead Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction Financing or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. The Lead Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes IndentureSecond Lien Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoingtherewith; (iii) any Refinancing Note/Loan Term Loans and Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Lead Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Lead Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Lead Borrower or any Restricted Subsidiary of the Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Refinancing Note Documents; (xv) customary restrictions in respect of intellectual property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such intellectual property; and (xvi) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (by) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) in the case of the foregoing clauses (y) (solely to the extent such encumbrance or restriction only applies to loans or advances made by any Refinancing Note/Loan Documents; such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Subsidiary to the Borrower) and (z) of this Section 9.10, other Indebtedness permitted pursuant to Section 9.05, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or of any Subsidiary of its Restricted Subsidiaries; the Borrower, and (vvi) customary provisions restricting assignment of any licensing agreement (in which entered into by the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. The Lead Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL First Lien Credit Agreement, the Unsecured Notes IndentureSecond Lien Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoingtherewith; (iii) any Refinancing Note/Loan Term Loans and Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Lead Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Lead Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Lead Borrower or any Restricted Subsidiary of the Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the definitive documentation relating to any Permitted Pari Passu Loan DocumentsFirst Lien Notes and Refinancing Notes; (xv) customary restrictions in respect of intellectual property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such intellectual property; and (xvi) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture Agreement and the other definitive documentation entered into in connection with any of therewith and the foregoingSenior Notes Indenture; (iii) any Refinancing Note/Loan Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Borrower or any Restricted Subsidiary of the Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, Documents and (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents;; and (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower Company will not, and nor will not permit any of the Restricted its Material Subsidiaries or Purchaser to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of Company or any such Restricted Material Subsidiary of Company or Purchaser to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Capital Stock to Company or any of its Restricted Subsidiaries, Subsidiaries or pay any Indebtedness or other Obligation owed to Borrower Company or any of its Restricted Subsidiaries, (bii) make any loans or advances to Borrower Company or any of its Restricted Material Subsidiaries or Purchaser, or (ciii) transfer any of its properties or assets property to Borrower Company or any of its Restricted SubsidiariesMaterial Subsidiaries or Purchaser, except for such encumbrances or restrictions existing under or by reason ofexcept: (ia) Requirements of Law; (ii) this Agreement and any encumbrance or restriction pursuant to the other Credit Loan Documents, the ABL Credit AgreementDesignated Existing Notes (or any Replacement Senior Note Financing thereof), the Unsecured Notes IndentureExisting Target Notes, the Secured Notes Indenture and Existing Target Subordinated Debt, the other definitive documentation entered into in connection Senior Notes, the Bridge Loan Documents, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization, any Receivables Factoring Facility, any agreement evidencing Indebtedness permitted pursuant to Sections 8.2(d), (g), (i) and (o) (in the case of Sections 8.2(d) and (o), so long as such restrictions, taken as a whole, are not materially less favorable to Company than those set forth in the Revolving Credit Facility Loan Documents, it being understood and agreed that the requirements in this parenthetical may be satisfied by the delivery of a certificate by Company to Administrative Agent certifying the requirements of this parenthetical have been satisfied), any agreement evidencing Indebtedness of any Subsidiary acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Company other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition, the Co-operation Agreement, any agreement in effect at or entered into on the Effective Date and reflected on Schedule 8.14(a) hereto or solely for the period commencing on the Effective Date and ending on the Initial Borrowing Date, the “Loan Documents” (as such term is defined in the Existing Credit Agreement); (iiib) any Refinancing Note/Loan Documentsencumbrance or restriction with respect to a Subsidiary of Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary, or agreements relating to the Capital Stock or governance provisions of such Subsidiary (to the extent, and for so long as, such agreements are unable to be amended, replaced or otherwise modified to remove such encumbrances or restrictions), in each case, issued (with respect to Indebtedness) or existing (with respect to agreements regarding Capital Stock or governance provisions) on or prior to the date on which such Subsidiary became a Subsidiary of Company or was acquired by Company (other than Indebtedness or agreements relating to Capital Stock or governance issued or entered into, as applicable, as consideration in, or to provide all or any portion of the funds or other consideration utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Company) and outstanding on such date; (ivc) any such encumbrance or restriction consisting of customary provisions restricting subletting (i) contained in any license or assignment other contract governing intellectual property rights of any lease governing any leasehold interest of Borrower Company or any of its Restricted Subsidiaries; Subsidiaries restricting or conditioning the sublicensing or assignment thereof, (vii) customary provisions restricting subletting, assignment or other transfers of any licensing agreement (in which Borrower leases, licenses, joint venture agreements and other similar agreements or any of its Restricted Subsidiaries is the licenseeequity interests in any joint ventures, (iii) or contained in leases and other contract agreements entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (viiv) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) contained in any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, relating to the extent the relevant encumbrance sale, transfer or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower other disposition or any Restricted agreement to transfer or option or right with respect to a Subsidiary of Borrower, or the properties of any property or assets pending such Person, sale or other than the Persons or the properties acquired in disposition; provided that such Permitted Acquisition; (viii) encumbrances or restrictions apply only to such Subsidiary, property or assets or (v) containing restrictions on cash or other deposits or net worth imposed by customers under agreements contracts entered into in the ordinary course of business; (ixd) any agreement encumbrance or instrument relating restriction existing solely as a result of a Requirement of Law; (e) in the case of clause (c)(iii) above, Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 permitted hereby to the extent such encumbrance or restriction only applies restrictions restrict the transfer of the property subject to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancingPermitted Lien, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the security agreements or instruments referred to in such clause (vii); (xiCapitalized Lease and other agreements evidencing Indebtedness permitted by Section 8.2(f) that impose restrictions on the transfer of any asset property so acquired or the subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvif) encumbrances or other restrictions and conditions under the terms imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the documentation governing any Qualified Securitization Transaction contracts, instruments or obligations referred to in clauses (a) through (c), and clause (e) hereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a Receivables Facility thatwhole, in each casewith respect to such encumbrances and other restrictions than those prior to such amendments, permitted by Section 10.04modifications, are necessary restatements, renewals, increases, supplements, refundings, replacements or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancings.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and nor will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (by) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Subsidiary of its Restricted Subsidiaries; the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in anticipation of the ordinary course respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of business; (ix) any agreement or instrument relating to Indebtedness the acquisition thereof as a result of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance 10.05 or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to Permitted Acquisition effected in clause (vii) aboveaccordance with Section 9.14; provided that the provisions relating restrictions applicable to such encumbrance joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause Permitted Acquisition; (vii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 10.03(iv); , (x), (xi), (xii) and (xvi); (viii) the Existing 2011 Senior Notes Documents; (ix) the Existing 2010 Senior Notes Documents; (x) the Existing 2009 Senior Notes Documents; (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; Existing 2013 Senior Notes Documents; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; Term Credit Documents; (xiii) customary provisions in joint venture agreements on and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Senior Notes Documents; and (xiv) on and after the execution and delivery thereof, (ii) the Permitted Pari Passu Senior Refinancing Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower Company will not, and nor will not permit any of the Restricted its Material Subsidiaries or Purchaser to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of Company or any such Restricted Material Subsidiary of Company or Purchaser to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Capital Stock to Company or any of its Restricted Subsidiaries, Subsidiaries or pay any Indebtedness or other Obligation owed to Borrower Company or any of its Restricted Subsidiaries, (bii) make any loans or advances to Borrower Company or any of its Restricted Material Subsidiaries or Purchaser, or (ciii) transfer any of its properties or assets property to Borrower Company or any of its Restricted SubsidiariesMaterial Subsidiaries or Purchaser, except for such encumbrances or restrictions existing under or by reason ofexcept: (ia) Requirements of Law; (ii) this Agreement and any encumbrance or restriction pursuant to the other Credit Loan Documents, the ABL Credit AgreementDesignated Existing Notes (or any Replacement Senior Note Financing thereof), the Unsecured Notes IndentureExisting Target Notes, the Secured Notes Indenture Existing Target Subordinated Debt, the Senior Notes, the Revolving Credit Facility Loan Documents and the other definitive documentation entered into in connection any Revolving Credit Agreement Refinancing, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization, any Receivables Factoring Facility, any agreement evidencing Indebtedness permitted pursuant to Sections 8.2(d), (g), (i) and (o) (in the case of Sections 8.2(d) and (o), so long as such restrictions, taken as a whole, are not materially less favorable to Company than those set forth in the Revolving Credit Facility Loan Documents, it being understood and agreed that the requirements in this parenthetical may be satisfied by the delivery of a certificate by Company to Administrative Agent certifying the requirements of this parenthetical have been satisfied), any agreement evidencing Indebtedness of any Subsidiary acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Company other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition, the Co-operation Agreement, any agreement in effect at or entered into on the Effective Date and reflected on Schedule 8.14(a) hereto or solely for the period commencing on the Effective Date and ending on the date of the initial borrowing of the Revolving Credit Facility Loans, the “Loan Documents” (as such term is defined in the Existing Credit Agreement); (iiib) any Refinancing Note/Loan Documentsencumbrance or restriction with respect to a Subsidiary of Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary, or agreements relating to the Capital Stock or governance provisions of such Subsidiary (to the extent, and for so long as, such agreements are unable to be amended, replaced or otherwise modified to remove such encumbrances or restrictions), in each case, issued (with respect to Indebtedness) or existing (with respect to agreements regarding Capital Stock or governance provisions) on or prior to the date on which such Subsidiary became a Subsidiary of Company or was acquired by Company (other than Indebtedness or agreements relating to Capital Stock or governance issued or entered into, as applicable, as consideration in, or to provide all or any portion of the funds or other consideration utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Company) and outstanding on such date; (ivc) any such encumbrance or restriction consisting of customary provisions restricting subletting (i) contained in any license or assignment other contract governing intellectual property rights of any lease governing any leasehold interest of Borrower Company or any of its Restricted Subsidiaries; Subsidiaries restricting or conditioning the sublicensing or assignment thereof, (vii) customary provisions restricting subletting, assignment or other transfers of any licensing agreement (in which Borrower leases, licenses, joint venture agreements and other similar agreements or any of its Restricted Subsidiaries is the licenseeequity interests in any joint ventures, (iii) or contained in leases and other contract agreements entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (viiv) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) contained in any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, relating to the extent the relevant encumbrance sale, transfer or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower other disposition or any Restricted agreement to transfer or option or right with respect to a Subsidiary of Borrower, or the properties of any property or assets pending such Person, sale or other than the Persons or the properties acquired in disposition; provided that such Permitted Acquisition; (viii) encumbrances or restrictions apply only to such Subsidiary, property or assets or (v) containing restrictions on cash or other deposits or net worth imposed by customers under agreements contracts entered into in the ordinary course of business; (ixd) any agreement encumbrance or instrument relating restriction existing solely as a result of a Requirement of Law; (e) in the case of clause (c)(iii) above, Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 permitted hereby to the extent such encumbrance or restriction only applies restrictions restrict the transfer of the property subject to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancingPermitted Lien, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the security agreements or instruments referred to in such clause (vii); (xiCapitalized Lease and other agreements evidencing Indebtedness permitted by Section 8.2(f) that impose restrictions on the transfer of any asset property so acquired or the subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvif) encumbrances or other restrictions and conditions under the terms imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the documentation governing any Qualified Securitization Transaction contracts, instruments or obligations referred to in clauses (a) through (c), and clause (e) hereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a Receivables Facility thatwhole, in each casewith respect to such encumbrances and other restrictions than those prior to such amendments, permitted by Section 10.04modifications, are necessary restatements, renewals, increases, supplements, refundings, replacements or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancings.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/Loan the Senior Subordinated Note Documents; ; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its Restricted Subsidiaries; a Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries a Subsidiary in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 restricting the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.05 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower; (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person's Organizational Documents or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 any joint venture agreement or stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary and assets held in the subject joint venture or other entity; or (xi) any Subsidiary encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of such Foreign Subsidiary; (x) an agreement effecting a refinancingthe contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viii) through (x) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisablerefinancings are, in the good faith determination judgment of Borrower Holdings' Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Borrower No Credit Agreement Party will, nor will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by the U.S. Borrower or any Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, or pay any Indebtedness owed to the U.S. Borrower or any a Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, (by) make loans or advances to the U.S. Borrower or any Subsidiary of its Restricted Subsidiaries the U.S. Borrower or (cz) transfer any of its properties or assets to the U.S. Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the U.S. Borrower or any a Subsidiary of its Restricted Subsidiaries; the U.S. Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by the U.S. Borrower or any Subsidiary of its Restricted Subsidiaries the U.S. Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in anticipation of the ordinary course respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of business; (ix) any agreement or instrument relating to Indebtedness the acquisition thereof as a result of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance 9.05 or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to Permitted Acquisition effected in clause (vii) aboveaccordance with Section 8.15; provided that the provisions relating restrictions applicable to such encumbrance joint venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or restriction contained in any such refinancingPermitted Acquisition, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 9.03(iv); , (x), (xi), (xii) and (xvi), (viii) the Existing 2011 Senior Notes Documents, (ix) the Existing 2010 Senior Notes Documents, (x) the Existing 2009 Senior Notes Documents, (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; Existing 2013 Senior Notes Documents, (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary GuarantorABL Credit Documents, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements on and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Senior Notes Documents, and (iixiv) on and after the execution and delivery thereof, the Permitted Pari Passu Senior Refinancing Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. The U.S. Borrower will not, and nor will not it permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by the U.S. Borrower or any Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, or pay any Indebtedness owed to the U.S. Borrower or any a Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, (by) make loans or advances to the U.S. Borrower or any Subsidiary of its Restricted Subsidiaries the U.S. Borrower or (cz) transfer any of its properties or assets to the U.S. Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the U.S. Borrower or any a Subsidiary of its Restricted Subsidiaries; the U.S. Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by the U.S. Borrower or any Subsidiary of its Restricted Subsidiaries the U.S. Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in anticipation of the ordinary course respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of business; (ix) any agreement or instrument relating to Indebtedness the acquisition thereof as a result of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above9.05; provided that the provisions relating restrictions applicable to such encumbrance or restriction contained joint venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in any such refinancingeffect immediately before giving effect to the consummation of the respective Investment, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 9.03(iv); , (x), (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; ), (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereofxvi), (iviii) the Permitted Junior Debt ABL Credit Documents, (iiix) restrictions set forth in the Permitted Pari Passu Notes Documents documents governing Existing Indebtedness and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvix) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or documents governing Indebtedness incurred following the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityAmendment No. 4 Effective Date which are not materially more restrictive than the restrictions described in the foregoing clause (ix).

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Restricted the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit DocumentsLoan Documents or the Existing Notes, the ABL Credit AgreementOther Permitted Subordinated Debt or any indenture relating thereto, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Subsidiary of its Restricted Subsidiaries; the Borrower, (vvi) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any a Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; , (v) any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto, (vi) restrictions on which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the transfer Closing Date in accordance with the provisions of any asset pending the close of the sale of such asset; this Agreement, (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred and existing at the time it became a Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to Section 10.04 to which such Subsidiary became a Subsidiary or was acquired by the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary GuarantorSubsidiary, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iiiviii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and any restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that assets contractually committed to be sold as long as such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, sale is otherwise permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilitythis Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Restricted the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and Agreement, the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture Documents and the other definitive documentation entered into in connection with any of the foregoing; ▇▇▇▇▇▇ Receivables, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Receivables, the ▇▇▇▇▇▇ Receivables Purchase Facility and the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Receivables Purchase Facility respectively, (iii) any Refinancing Note/Loan Documents; the DFS Inventory Finance Facility and the IBM Inventory Finance Facility, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Subsidiary of its Restricted Subsidiaries; the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any a Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; , and (vi) restrictions on customary provisions restricting the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset assets subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Liens permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereofSections 8.03(k), (il) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityn).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower or any of its Restricted Subsidiaries [reserved] or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan the Senior Notes Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; , (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 8.1(iii), (vi), (vii), (xi), (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor), which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; ), (xiv) on or after the execution and delivery thereof), (i) the Permitted Junior Debt Documentsxv), (iixvi), (xvii) the Permitted Pari Passu Notes Documents and or (iiixviii); or (viii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Non- Wholly Owned Subsidiary, any agreement requiring the consent of each Person holding Equity Interests in such Non-Wholly Owned Subsidiary for such Non-Wholly Owned Subsidiary to effect such Qualified Securitization Transaction pay dividends or such Receivables Facilitymake any other distributions on its capital stock or any other Equity Interests.

Limitation on Certain Restrictions on Subsidiaries. Borrower Holdings will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the U.S. Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the U.S. Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the U.S. Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the U.S. Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) the Senior Note Documents and any Refinancing Note/Loan Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the U.S. Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the U.S. Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower Holdings or any Restricted Subsidiary of BorrowerHoldings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to clause (viii) of Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided , provided, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the U.S. Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower Holdings that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents;; and (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors Lenders with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary (other than a Foreign Subsidiary) to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiariesother Subsidiary, or pay any Indebtedness owed to Borrower or any of its Restricted Subsidiariesother Subsidiary (except such restrictions as are approved in writing and in advance by the Administrative Agent), (b) make loans or advances to Borrower or any of its Restricted Borrower’s other Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Borrower’s other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law; (ii) this Agreement and the other Credit Loan Documents; (iii)(A) the Convertible Senior Note Documents, (B) the ABL Credit AgreementQualified Senior Note Documents, (C) the Senior Unsecured Notes Indenture, Note Documents and (D) the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan 2007 Senior Unsecured Convertible Note Documents; ; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its Restricted Subsidiaries; other Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries other Subsidiary in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Original Closing Date in accordance with the provisions of this Agreement, the Prior Credit Agreement or the Original Credit Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.05 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary is a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; or instrument relating (x) in the case of any Joint Venture which is not a Loan Party in respect of any matters referred to Indebtedness of a Foreign Subsidiary incurred in clauses (b) and (c) above, restrictions in such Person’s organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements subject Joint Venture or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will not, and nor will not permit any of the Restricted Subsidiaries toits Material Subsidiaries, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its capital stock Equity Interests or pay any Indebtedness or other interest or participation in its profits owned by Borrower Obligation owed to the Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower or any of its Restricted other Subsidiaries, (b) make any loans or advances to Borrower the Company or any of its Restricted Subsidiaries other Material Subsidiaries, or (c) transfer any of its properties or assets property to Borrower the Company or any of its Restricted other Material Subsidiaries, except for such encumbrances or restrictions existing under or by reason ofexcept: (i) Requirements any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of Lawthe foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) this Agreement and any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other Credit Documentsthan Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the ABL Credit Agreement, transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Unsecured Notes Indenture, the Secured Notes Indenture Company) and the other definitive documentation entered into in connection with any of the foregoingoutstanding on such date; (iii) any Refinancing Note/Loan Documents; (iv) such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any lease leases governing any leasehold interest interests of Borrower the Company or any of its Restricted Subsidiaries; (v) Subsidiaries and customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract license entered into by Borrower the Company or any of its Restricted Subsidiaries Subsidiary in the ordinary course of businessbusiness and customary restrictions in sales agreements pending the closing of the applicable sale; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary existing solely as a result of Borrower, or the properties a requirement of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition;Law; and (viiiv) encumbrances or restrictions on cash Permitted Liens or other deposits restrictions contained in security agreements or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement Capitalized Leases securing or instrument relating otherwise related to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 permitted hereby to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on restrict the transfer of any asset the property subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilitysecurity agreements.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of the Restricted their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends Dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by Borrower the Borrower, Guarantor or any of its Restricted their Subsidiaries, or pay any Indebtedness owed to Borrower the Borrower, Guarantor or any of its Restricted their respective Subsidiaries, (by) make loans or advances to Borrower the Borrower, Guarantor or any of its Restricted their respective Subsidiaries or (cz) transfer any of its properties or assets to Borrower the Borrower, Guarantor or any of its Restricted their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower the Borrower, Guarantor or any of its Restricted their respective Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower the Borrower, Guarantor or any of its Restricted their respective Subsidiaries in the ordinary course of business; , (viv) restrictions on the transfer of any asset pending assets subject to or restrictions on the close making of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed distributions imposed in connection with a Permitted AcquisitionLien permitted by Sections 7.2.3(b), to the extent the relevant encumbrance (c) or restriction was not agreed to or adopted in connection with(d), or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xivi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a on Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on Subsidiaries or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured Properties owned by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilitySubsidiaries.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary of its Restricted SubsidiariesBorrower, or pay any Indebtedness owed to Borrower or any a Subsidiary of its Restricted SubsidiariesBorrower, (b) make loans or advances to Borrower or any of its Restricted Borrower's Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/Loan Documents; the Senior Subordinated Note Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any a Subsidiary of its Restricted Subsidiaries; Borrower; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any a Subsidiary of its Restricted Subsidiaries Borrower in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower; or instrument relating (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to Indebtedness of a Foreign Subsidiary incurred in clauses (b) and (c) above, restrictions in such person's organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreement solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. Borrower The Parent will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Parent or any Subsidiary of its Restricted Subsidiariesthe Parent, or pay any Indebtedness owed to Borrower the Parent or any a Subsidiary of its Restricted Subsidiariesthe Parent, (b) make loans or advances to Borrower the Parent or any of its Restricted the Parent’s Subsidiaries or (c) transfer any of its properties or assets to Borrower the Parent or any of its Restricted the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Other Credit AgreementAgreement as in effect on the Restatement Effective Date, the Unsecured Notes Indentureor any refinancing thereof or amendments thereto, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Other Credit Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower the Parent or any a Subsidiary of its Restricted Subsidiaries; the Parent, (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower the Parent or any a Subsidiary of its Restricted Subsidiaries the Parent in the ordinary course of business; , (vi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset pending the close of the sale of such asset; or assets subject thereto, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any agreement or instrument documents governing any Indebtedness assumed incurred after the Original Effective Date in connection accordance with a Permitted Acquisitionthe provisions of this Agreement, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; Non-Recourse Indebtedness; and (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder 2014 Newbuilding Holdco and the Obligations under 2014 Newbuilding Vessel Subsidiaries, the Credit Documents on a senior basis BlueMountain Parent Indebtedness and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityPermitted 2014 Newbuilding Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Lead Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Law; (ii) this Agreement and the other Credit Documents, the ABL Cash Flow Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Lead Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Lead Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Lead Borrower or any Restricted Subsidiary of the Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary that is not a Credit Party incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Lead Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower No Credit Agreement Party will, nor will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, or pay any Indebtedness owed to Borrower Holdings or any a Subsidiary of its Restricted SubsidiariesHoldings, (by) make loans or advances to Borrower Holdings or any Subsidiary of its Restricted Subsidiaries Holdings or (cz) transfer any of its properties or assets to Borrower Holdings or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Subsidiary of its Restricted Subsidiaries; the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in anticipation of the ordinary course respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of business; (ix) any agreement or instrument relating to Indebtedness the acquisition thereof as a result of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance 10.05 or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to Permitted Acquisition effected in clause (vii) aboveaccordance with Section 9.14; provided that the provisions relating restrictions applicable to such encumbrance joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause Permitted Acquisition; (vii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 10.03(iv); , (x), (xi), (xii) and (xvi); (viii) the Existing 2011 Senior Notes Documents; (ix) the Existing 2010 Senior Notes Documents; (x) the Existing 2009 Senior Notes Documents; (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; Existing 2013 Senior Notes Documents; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; Intermediate Holdco Credit Documents; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; the Term Credit Documents; (xiv) the Wellbeing Project Financing Documents; (xv) on or and after the execution and delivery thereof, (i) the Permitted Junior Debt Senior Notes Documents, (ii) the Permitted Pari Passu Notes Documents ; and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions on and conditions under after the terms of execution and delivery thereof, the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityPermitted Senior Refinancing Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. Borrower VHS Holdco I will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of VHS Holdco I to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower VHS Holdco I or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower VHS Holdco I or any Subsidiary of its Restricted SubsidiariesVHS Holdco I, (b) make loans or advances to Borrower VHS Holdco I or any Subsidiary of its Restricted Subsidiaries VHS Holdco I or (c) transfer any of its properties or assets to Borrower VHS Holdco I or any Subsidiary of its Restricted SubsidiariesVHS Holdco I, except (I) in each case for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the New Senior Unsecured Note Documents (as originally in effect), the Shareholders’ Agreements (as originally in effect), any documents governing Permitted Unsecured Notes Indenture, the or Permitted Secured Notes Indenture and the other definitive documentation entered into or any Permitted Refinancing Indebtedness in connection with respect of any of the foregoing; , (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower VHS Holdco I or any Subsidiary of its Restricted Subsidiaries; the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower VHS Holdco I or any Subsidiary of its Restricted Subsidiaries the VHS Holdco I in the ordinary course of business; , (v) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (vi) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of a Subsidiary permitted under Section 9.02 pending the closing of such sale or disposition, or (vii) customary restrictions on and conditions contained in any agreement relating to the transfer sale of any asset permitted under Section 9.02 pending the close consummation of such sale, and (II) in the case of encumbrances or restrictions of the type described in preceding clause (c) only, (x) rights of first refusal in respect of the sale of such asset; (vii) any agreement assets of or instrument governing Indebtedness assumed Equity Interests in connection with a Permitted Acquisition, Health Care Joint Ventures in favor of the joint venture partner of the Borrower or its respective Subsidiary relating to the extent the relevant encumbrance respective Health Care Joint Venture and (y) other restrictions in any partnership, shareholder, operating or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any similar agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 Health Care Joint Venture to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement restrictions are no less favorable in any respect to Borrower either the Lenders or the Lenders Borrower (or its respective Subsidiary that holds Equity Interests in any material respect such Health Care Joint Venture) than the provisions relating to such encumbrance or restriction those contained in the agreements Section 2.3 or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms 2.5 of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityRestrictive Shareholders’ Agreements.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted SubsidiariesSubsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, (iii) agreements which (x) exist on the ABL Credit AgreementClosing Date and (to the extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (y) to the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the Unsecured Notes Indenturescope of the restrictions described in clause (a), (b) or (c) that are contained in such existing agreement, (iv) agreements that are binding on a Restricted Subsidiary at the Secured Notes Indenture and time such Restricted Subsidiary is acquired by the other definitive documentation Borrower or any Restricted Subsidiary, so long as such agreements were not entered into in connection with any contemplation of the foregoing; such Person becoming a Restricted Subsidiary, (iii) any Refinancing Note/Loan Documents; (ivv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; Subsidiary, (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries Subsidiary is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries Subsidiary in the ordinary course of business; , (vivii) restrictions on the transfer of any asset or any Restricted Subsidiary pending the close of the sale of such asset; (vii) any agreement asset or instrument governing Indebtedness assumed in connection with a Permitted Acquisitionsuch Restricted Subsidiary, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 6.01(iii), (xiivi), (vii), (xv), (xvi), (xviii), (xix), (xx), (xxv), (xxvii), (xxviii), (xxix), (xxx) and (xxxi); provided that such restrictions and conditions imposed by are limited to the terms of applicable individual agreements and/or the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorproperty or assets subject to such agreements, which Indebtedness is permitted by Section 10.04; (xiiiix) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and a Securitization Entity; provided that such restrictions are limited to the applicable solely individual agreements and/or the property or assets subject to such joint venture; (xiv) on or after the execution and delivery thereofagreements, (ix) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens provisions in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors documentation with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably Second Lien Senior Subordinated PIK Toggle Notes, Permitted External Refinancing Debt or on a junior basis; and (xvi) restrictions and conditions under the terms any Permitted Refinancing of the documentation governing any Qualified Securitization Transaction or a Receivables Facility thatforegoing, in each case, permitted by Section 10.04so long as such provisions are no more restrictive than the corresponding provisions hereof and (xi) provisions pursuant to the terms of any Permitted Funding Indebtedness or any Non-Recourse Indebtedness providing for financial covenants or limitations on affiliate transactions, are necessary mergers, consolidations, transfers of all or advisablesubstantially all assets or other fundamental changes, in the each case so long as such provisions are determined in good faith determination by the Borrower to be customary for such financing and the applications of such provisions will not materially affect the ability of the Borrower to pay the principal or interest on the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityLoans.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the theany Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower Holdings will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of (a) Holdings or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or (b) any such Restricted Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, or pay any Indebtedness owed to Borrower Holdings or any a Subsidiary of its Restricted SubsidiariesHoldings, (bii) make loans or advances to Borrower Holdings or any Subsidiary of its Restricted Subsidiaries Holdings or (ciii) transfer any of its properties or assets to Borrower Holdings or any of its Restricted SubsidiariesSubsidiaries except, except in each case, for such encumbrances or restrictions existing under or by reason of: of (iA) Requirements of Law; applicable law, (iiB) this Agreement and the other Credit Documents, (C) the ABL Credit Agreementarrangements in effect on the date hereof identified on Schedule 7.14 (or to any extension or renewal of, or any amendment, modification or replacement not expanding the Unsecured Notes Indenturescope of, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; such encumbrance or restriction), (iii) any Refinancing Note/Loan Documents; (ivD) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower Holdings or any a Subsidiary of its Restricted Subsidiaries; Holdings entered into in the ordinary course of business and consistent with past practices, (vE) customary provisions restricting assignment of any contract entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, (F) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (G) customary provisions restricting the assignment of licensing agreement (in which Borrower agreements, management agreements or franchise agreements entered into by Holdings or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (viH) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 7.05 or a Permitted Acquisition effected in accordance with Section 6.13, provided that the restrictions applicable to such respective Joint Venture are not made worse, or more burdensome, from the perspective of Holdings and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (I) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement, (J) restrictions on the transfer of any asset pending the close of the sale of such asset; asset so long as such sale is permitted under this Agreement, (viiK) any agreement or instrument the documentation governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, Debt (other than the Persons or the properties acquired in Permitted Acquired Debt) so long as such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect not materially more restrictive than the provisions relating to such encumbrance or restriction those contained in the agreements or instruments referred Senior Subordinated Note Documents (prior to in such clause giving effect to the consummation of the Debt Tender Offer), (vii); (xiL) restrictions on the transfer of any asset subject to a Lien assets securing purchase money obligations and Capitalized Lease Obligations otherwise permitted hereunder, (M) customary net worth provisions contained in Real Property leases entered into by Section 10.01; (xii) restrictions and conditions imposed by the terms Subsidiaries of the documentation governing any Indebtedness US Borrower so long as the US Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of a Restricted Subsidiary of the US Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; and its Subsidiaries to meet their ongoing obligations (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted including those under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereofthis Agreement), (iN) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Holdings Notes Documents and (iiiO) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of agreement relating to secured Indebtedness for borrowed money permitted under Section 10.04 but only by this Agreement if such negative pledge encumbrances or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect restrictions apply only to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that property or assets securing such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityIndebtedness.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Canadian Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Canadian Borrower or any Subsidiary of its Restricted SubsidiariesCanadian Borrower, or pay any Indebtedness owed to Canadian Borrower or any a Subsidiary of its Restricted SubsidiariesCanadian Borrower, (b) make loans or advances to Canadian Borrower or any Subsidiary of its Restricted Subsidiaries Canadian Borrower or (c) transfer any of its properties or assets to Canadian Borrower or any Subsidiary of its Restricted SubsidiariesCanadian Borrower, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable Requirements of Law; ; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/the Senior Note Documents and the Revolving Credit Loan Documents; Documents or other Material Indebtedness; provided that in the case of such other Material Indebtedness, such encumbrances and restrictions are, taken as a whole, no more restrictive than such encumbrances and restrictions in the Loan Documents in existence on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease lease governing any a leasehold interest of Borrower or any of its Restricted Subsidiaries; a Company; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by a Subsidiary of Canadian Borrower; (vi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viii) any agreement in effect at the time such Subsidiary of Canadian Borrower becomes a Subsidiary of Canadian Borrower, so long as such agreement was not entered into in connection with or any in contemplation of its Restricted Subsidiaries such person becoming a Subsidiary of Canadian Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, shareholders’ agreements, joint venture agreements, limited liability company organizational governance documents and other Organizational Documents, entered into in the ordinary course of business; business (vior in connection with the formation of such partnership, joint venture, limited liability company or similar person) restrictions on that (A) restrict the transfer of Equity Interests in such partnership, joint venture, limited liability company or similar person or (B) the case of any asset pending the close Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of the sale of such asset; type described in clauses (viia), (b) any agreement or instrument governing Indebtedness assumed in connection and (c) above, solely with a Permitted Acquisition, respect to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection withEquity Interests in, or property held in, such joint venture, and customary provisions in anticipation ofasset sale and stock sale agreements and other similar agreements permitted hereunder that provide for restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the respective Permitted Acquisition and does not apply assets or persons subject to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; sale agreements; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any agreement or instrument relating to governing Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such assumed in connection with any Permitted Acquisition, which encumbrance or restriction only applies is not applicable to such Foreign Subsidiary and any Subsidiary person, or the properties or assets of such Foreign Subsidiary; any person, other than the person or the properties or assets of the person so acquired; or (xxii) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise not prohibited by the Loan Documents of the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viiiii), (viii) or (xi) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by a Borrower or any other Subsidiary of its Restricted Subsidiariesa Borrower, or pay any Indebtedness owed to a Borrower or any other Subsidiary of its Restricted Subsidiariesa Borrower, (b) make loans or advances to a Borrower or any other Subsidiary of its Restricted Subsidiaries a Borrower or (c) transfer any of its properties or assets to a Borrower or any other Subsidiary of its Restricted Subsidiariesa Borrower, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/the Term Loan Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of a Borrower or any other Subsidiary of its Restricted Subsidiaries; a Borrower; (v) customary provisions restricting assignment of any licensing agreement (in which entered into by a Borrower or any other Subsidiary of its Restricted Subsidiaries is the licensee) or other contract entered into by a Borrower or any of its Restricted Subsidiaries in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.05 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement or instrument relating to Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of a Foreign Subsidiary incurred Borrower; or (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such Person’s organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Canadian Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Canadian Borrower or any Subsidiary of its Restricted Subsidiariesthe Canadian Borrower, or pay any Indebtedness owed to the Canadian Borrower or any a Subsidiary of its Restricted Subsidiariesthe Canadian Borrower, (b) make loans or advances to the Canadian Borrower or any Subsidiary of its Restricted Subsidiaries the Canadian Borrower or (c) transfer any of its properties or assets to the Canadian Borrower or any Subsidiary of its Restricted Subsidiariesthe Canadian Borrower, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable Requirements of Law; ; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/the Senior Note Documents and the Term Loan Documents; Documents or other Material Indebtedness; provided that in the case of such other Material Indebtedness, such encumbrances and restrictions are, taken as a whole, no more restrictive than such encumbrances and restrictions in the Term Loan Documents in existence on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its Restricted Subsidiaries; a Company; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by a Subsidiary of the Canadian Borrower; (vi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viii) any agreement in effect at the time such Subsidiary of the Canadian Borrower becomes a Subsidiary of the Canadian Borrower, so long as such agreement was not entered into in connection with or any in contemplation of its Restricted Subsidiaries such person becoming a Subsidiary of the Canadian Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, shareholders’ agreements, joint venture agreements, limited liability company organizational governance documents and other Organizational Documents, entered into in the ordinary course of business; business (vior in connection with the formation of such partnership, joint venture, limited liability company or similar person) restrictions on that (A) restrict the transfer of Equity Interests in such partnership, joint venture, limited liability company or similar person or (B) the case of any asset pending the close Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of the sale of such asset; type described in clauses (viia), (b) any agreement or instrument governing Indebtedness assumed in connection and (c) above, solely with a Permitted Acquisition, respect to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection withEquity Interests in, or property held in, such joint venture, and customary provisions in anticipation ofasset sale and stock sale agreements and other similar agreements permitted hereunder that provide for restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the respective Permitted Acquisition and does not apply assets or persons subject to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; sale agreements; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any agreement or instrument relating to governing Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such assumed in connection with any Permitted Acquisition, which encumbrance or restriction only applies is not applicable to such Foreign Subsidiary and any Subsidiary person, or the properties or assets of such Foreign Subsidiary; any person, other than the person or the properties or assets of the person so acquired; or (xxii) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise not prohibited by the Loan Documents of the 182 contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viiiii), (viii) or (xi) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Borrower will shall not, and will not nor shall it permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, Capital Stock or pay any Indebtedness or other Obligations owed to Borrower or any of its Restricted other Subsidiaries, (bii) make any loans or advances to Borrower or any of its Restricted Subsidiaries or other Subsidiaries, (ciii) transfer any of its properties property or assets to Borrower or any of its Restricted Subsidiariesother Subsidiaries or (iv) enter into any Material Agreement unless such agreement expressly provides that it may be collaterally assigned to the Collateral Agent and may be further assigned by the Collateral Agent in any foreclosure, except for such encumbrances or restrictions existing under or by reason ofexcept: (ia) Requirements any encumbrance or restriction pursuant to the Priority Credit Agreement or the agreement governing Permitted Junior Debt or any extension, replacement or refinancing thereof which is not otherwise prohibited by the terms of Lawthis Agreement; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iiib) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was consisting of customary non-assignment provisions in Contractual Obligations which are not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition Material Agreements and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements are entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 business to the extent such encumbrance provisions restrict the transfer or restriction only applies to such Foreign Subsidiary and any Subsidiary assignment of such Foreign Subsidiaryagreement; (xc) in the case of clause (iii) above, Permitted Liens or other restrictions contained in security agreements securing Indebtedness permitted hereby to the extent such restrictions restrict the transfer of the assets specifically secured by such security agreement; (d) any restriction on transfer of an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred asset pursuant to an agreement or instrument referred to in clause (vii) above; provided that sell such asset to the provisions relating to extent such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or sale would be permitted under the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii)terms of this Agreement; (xie) restrictions on Airstar Corporation in the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Airstar Aircraft Financing Documents and (iii) restrictions on Huntsman Headquarters Corporation in the Permitted Pari Passu Headquarters Mortgage Loan Documents; (xvf) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit 4.03 of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders Articles of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basisIncorporation of Huntsman Chemical Corporation; and (xvig) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, on Foreign Subsidiaries in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityForeign Overdraft Facilities.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the any Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Restricted the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law (including regulatory requirements), (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Subsidiary of its Restricted Subsidiaries; the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any a Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; , (v) the Senior Subordinated Notes Documents and the documentation for Permitted Subordinated Refinancing Indebtedness and (vi) restrictions on customary provisions restricting the transfer of any asset pending the close of the sale of such asset; assets subject to Liens permitted under Section 9.01 (iii), (vii), (xiv), (xvi) and (xvii), and any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms anticipation of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the respective Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityAcquisition.

Limitation on Certain Restrictions on Subsidiaries. Borrower The Parent will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Parent or any Subsidiary of its Restricted Subsidiariesthe Parent, or pay any Indebtedness owed to Borrower the Parent or any a Subsidiary of its Restricted Subsidiariesthe Parent, (b) make loans or advances to Borrower the Parent or any of its Restricted the Parent’s Subsidiaries or (c) transfer any of its properties or assets to Borrower the Parent or any of its Restricted the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Other Credit AgreementAgreement as in effect on the Restatement Effective Date, the Unsecured Notes Indentureor any refinancing thereof or amendments thereto, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Other Credit Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower the Parent or any a Subsidiary of its Restricted Subsidiaries; the Parent, (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower the Parent or any a Subsidiary of its Restricted Subsidiaries the Parent in the ordinary course of business; , (vi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset pending the close of the sale of such asset; or assets subject thereto, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any agreement or instrument documents governing any Indebtedness assumed incurred after the Original Effective Date in connection accordance with a Permitted Acquisitionthe provisions of this Agreement, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; Non-Recourse Indebtedness, and (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder 2014 Newbuilding Holdco and the Obligations under 2014 Newbuilding Vessel Subsidiaries, the Credit Documents on a senior basis BlueMountain Parent Indebtedness and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityPermitted 2014 Newbuilding Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Borrower The Parent will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits Capital Stock owned by Borrower the Parent or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower the Parent or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower the Parent or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Borrower the Parent or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower the Parent or any of its Restricted Subsidiaries; (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower entered into by the Parent or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (viv) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xivi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.0110.01(iii), (v), and (vi); (xiivii) restrictions and conditions imposed by the terms of the documentation which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or incurred after the execution and delivery thereof, (i) Original Closing Date in accordance with the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor provisions of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basisthis Agreement; and (xviviii) restrictions and conditions under the terms of the documentation contained in any documents governing any Qualified Securitization Transaction or Indebtedness incurred after the Original Closing Date in accordance with the provisions of this Agreement which, taken as a Receivables Facility thatwhole, are not materially more restrictive than those contained in this Agreement and are customary for the type of such Indebtedness, in each case, permitted as determined by Section 10.04, are necessary or advisable, the Borrower in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityfaith.

Limitation on Certain Restrictions on Subsidiaries. The U.S. Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the U.S. Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the U.S. Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the U.S. Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the U.S. Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the U.S. Borrower or any of its Restricted Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which U.S. Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the U.S. Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (viv) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xivi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; ; (xiivii) restrictions and conditions imposed by applicable to any joint venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 10.05 or a Permitted Acquisition effected in accordance with the terms of this Agreement; provided that the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements restrictions applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; (xivviii) restrictions listed on or after Schedule 10.09; (ix) restrictions created by the execution and delivery thereof, Secured Notes Documents; (ix) restrictions created by the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Senior Unsecured Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvixi) restrictions and conditions under the terms of the documentation governing created in connection with any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityPermitted Convertible Notes.

Limitation on Certain Restrictions on Subsidiaries. Borrower The Borrowers will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture Second Lien Credit Agreement and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Lead Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Lead Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Lead Borrower or any Restricted Subsidiary of Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Lead Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, Documents and (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction Financing or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Lead Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction Financing or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. The Lead Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Law; (ii) this Agreement and the other Credit Documents, the ABL Cash Flow Credit Agreement, the Unsecured Notes Indenture, the theany Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Lead Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Lead Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Lead Borrower or any Restricted Subsidiary of the Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary that is not a Credit Party incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Lead Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower Holdings will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, or pay any Indebtedness owed to Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, (b) make loans or advances to Borrower Holdings or any Subsidiary of its Restricted Subsidiaries Holdings or (c) transfer any of its properties or assets to Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan the Borrower Senior Subordinated Note Documents and the Holdings Senior Discount Note Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower Holdings or any Subsidiary of its Restricted Subsidiaries; Holdings, (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower Holdings or any Subsidiary of its Restricted Subsidiaries Holdings in the ordinary course of business; , (vi) restrictions on the transfer of any asset subject to a Lien permitted by Sections 8.01(vi), (vii), (xiii), (xiv), (xvii) and (xviii), (vii) restrictions which are imposed on any Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of the Borrower other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition, (viii) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) restrictions which are imposed on any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 of the Borrower to the extent such encumbrance or restriction only applies to restrictions are set forth in any Indebtedness incurred by such Foreign Subsidiary and pursuant to Section 8.04(xiv) so long as such restrictions are not applicable to any Subsidiary of the Borrower other than the Foreign Subsidiary that has incurred such Foreign Subsidiary; Indebtedness and (x) customary restrictions set forth in any joint venture agreement entered in connection with an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred Investment made pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (viiSection 8.05(xviii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, Documents and the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture Agreement and the other definitive documentation entered into in connection with any of the foregoingtherewith; (iii) any Refinancing Note/Note Documents and Refinancing Term Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Borrower or any Restricted Subsidiary of the Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary non-Credit Party incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary non-Credit Party and any Subsidiary Subsidiaries of such Foreign Subsidiarynon-Credit Party; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents;; and (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Each of the Lead Borrower and any Restricted Subsidiary will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted SubsidiariesSubsidiary, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Applicable Law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documentsthe Senior Notes Documents (or other documents governing Indebtedness that refinances the Senior Notes); (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Lead Borrower or any of its Restricted SubsidiariesSubsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which the Lead Borrower or any of its Restricted Subsidiaries Subsidiary is the licensee) or other contract entered into by the Lead Borrower or any of its Restricted Subsidiaries Subsidiary in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Lead Borrower or any Restricted Subsidiary of BorrowerSubsidiary, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary (other than a Credit Party) incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary(other than a Credit Party); (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents;; and (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors secured parties with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by a Borrower or any other Subsidiary of its Restricted Subsidiariesa Borrower, or pay any Indebtedness owed to a Borrower or any other Subsidiary of its Restricted Subsidiariesa Borrower, (b) make loans or advances to a Borrower or any other Subsidiary of its Restricted Subsidiaries a Borrower or (c) transfer any of its properties or assets to a Borrower or any other Subsidiary of its Restricted Subsidiaries, a Borrower except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of a Borrower or any other Subsidiary of its Restricted Subsidiaries; a Borrower; (viv) customary provisions restricting assignment of any licensing agreement (in which entered into by a Borrower or any other Subsidiary of its Restricted Subsidiaries is the licensee) or other contract entered into by a Borrower or any of its Restricted Subsidiaries in the ordinary course of business; ; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary holder of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 6.02 may restrict the transfer of the asset or assets subject thereto; (xiivi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (vii) customary restrictions and conditions imposed by contained in any agreement relating to the terms sale of any Property permitted under Section 6.05 pending the documentation governing consummation of such sale; (viii) any Indebtedness agreement in effect at the time such Subsidiary is a Subsidiary of a Restricted Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Borrower that a Borrower; (ix) customary restrictions and conditions contained in purchase money Indebtedness or Capital Leases, to the extent such Indebtedness or Capital Lease is permitted to be incurred; or (x) in the case of any joint venture which is not a Subsidiary GuarantorLoan Party in respect of any matters referred to in clauses (b) and (c) above, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions restrictions in such Person’s organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit extent of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders Equity Interests of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, assets held in the good faith determination of Borrower subject joint venture or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityother entity.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (by) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) in the case of the foregoing clauses (y) (solely to the extent such encumbrance or restriction only applies to loans or advances made by any Refinancing Note/Loan Documents; such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Subsidiary to the Borrower) and (z) of this Section 9.10, other Indebtedness permitted pursuant to Section 9.05, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) in the case of foregoing clause (x), restrictions or conditions imposed by any agreement relating to Permitted Securitizations if such restrictions or conditions apply only to the Receivables and the Related Assets that are the subject of the Permitted Securitization, (vi) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or of any Subsidiary of its Restricted Subsidiaries; the Borrower, and (vvii) customary provisions restricting assignment of any licensing agreement (in which entered into by the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, Documents and the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture Agreement and the other definitive documentation entered into in connection therewith and the definitive documentation entered in connection with any of the foregoingunsecured revolving credit facility permitted under Section 10.04(i)(y)(B); (iii) any Refinancing Note/Note Documents and Refinancing Term Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Borrower or any Restricted Subsidiary of the Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary non-Credit Party incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary non-Credit Party and any Subsidiary Subsidiaries of such Foreign Subsidiarynon-Credit Party; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents;; and (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary of its Restricted SubsidiariesBorrower, or pay any Indebtedness owed to Borrower or any a Subsidiary of its Restricted SubsidiariesBorrower, (b) make loans or advances to Borrower or any of its Restricted Borrower’s Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/Loan Documents; the Senior Subordinated Note Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any a Subsidiary of its Restricted Subsidiaries; Borrower; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any a Subsidiary of its Restricted Subsidiaries Borrower in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02, may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower; or instrument relating (x) in the case of any joint ven ture which is not a Loan Party in respect of any matters referred to Indebtedness of a Foreign Subsidiary incurred in clauses (b) and (c) above, restrictions in such person’s organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreement solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary of its Restricted SubsidiariesBorrower, or pay any Indebtedness owed to Borrower or any a Subsidiary of its Restricted SubsidiariesBorrower, (b) make loans or advances to Borrower or any of its Restricted Borrower’s Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/Loan Documents; the Senior Subordinated Note Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any a Subsidiary of its Restricted Subsidiaries; Borrower; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any a Subsidiary of its Restricted Subsidiaries Borrower in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower; or instrument relating (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to Indebtedness of a Foreign Subsidiary incurred in clauses (b) and (c) above, restrictions in such person’s organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreement solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. The Lead Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes IndentureFirst Lien Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoingtherewith; (iii) any Refinancing Note/Loan Term Loans and Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Lead Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Lead Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Lead Borrower or any Restricted Subsidiary of the Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the First Lien Refinancing Term Loans and First Lien Refinancing Note Documents,. the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Senior Secured Notes Documents and (iii) the Permitted Pari Passu Loan Refinancing Note Documents; (xv) customary restrictions in respect of intellectual property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such intellectual property; and (xvi) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will not, and nor will not permit any of the Restricted Subsidiaries toits Material Subsidiaries, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Borrower or any Material Subsidiary of any Borrower to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Capital Stock to Company or any of its Restricted Subsidiaries, other Subsidiaries or pay any Indebtedness or other Obligation owed to Borrower Company or any of its Restricted other Subsidiaries, (bii) make any loans or advances to Borrower Company or any of its Restricted Subsidiaries other Material Subsidiaries, or (ciii) transfer any of its properties or assets property to Borrower Company or any of its Restricted other Material Subsidiaries, except for such encumbrances or restrictions existing under or by reason ofexcept: (ia) Requirements of Law; (ii) this Agreement and any encumbrance or restriction pursuant to the other Credit Loan Documents, the ABL Credit AgreementSenior Notes, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing; , any Permitted Accounts Receivable Securitization, any agreement evidencing Indebtedness permitted pursuant to Sections 8.2(d)(i) and (iiio) (in each case, so long as such restrictions are no more restrictive in any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment material respect than those set forth in the Senior Notes), any agreement evidencing Indebtedness of any lease governing Subsidiary acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Company other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition, to or an agreement in effect at or entered into on the extent the relevant Restatement Date and reflected on Schedule 8.14(a) hereto; (b) any encumbrance or restriction was not agreed with respect to or adopted in connection witha Subsidiary of Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary, or agreements relating to the Capital Stock or governance provisions of such Subsidiary (to the extent, and for so long as, such agreements are unable to be amended, replaced or otherwise modified to remove such encumbrances or restrictions), in anticipation ofeach case, issued (with respect to Indebtedness) or existing (with respect to agreements regarding Capital Stock or governance provisions) on or prior to the date on which such Subsidiary became a Subsidiary of Company or was acquired by Company (other than Indebtedness or agreements relating to Capital Stock or governance issued or entered into, as applicable, as consideration in, or to provide all or any portion of the funds or other consideration utilized to consummate, the respective Permitted Acquisition transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Company) and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any outstanding on such Person, other than the Persons or the properties acquired in such Permitted Acquisitiondate; (viiic) encumbrances any such encumbrance or restrictions on cash restriction consisting of customary provisions (i) contained in any license or other deposits contract governing intellectual property rights of Company or net worth imposed by customers under any of its Subsidiaries restricting or conditioning the sublicensing or assignment thereof, (ii) restricting subletting, assignment or other transfers of any leases, licenses, joint venture agreements and other similar agreements or any equity interests in any joint ventures, (iii) contained in leases and other agreements entered into in the ordinary course of business, or (iv) contained in any agreement relating to the sale, transfer or other disposition or any agreement to transfer or option or right with respect to a Subsidiary or any property or assets pending such sale or other disposition, provided such encumbrances or restrictions apply only to such Subsidiary, property or assets; (ixd) any agreement encumbrance or instrument relating restriction existing solely as a result of a Requirement of Law; (e) in the case of clause (c)(iii) above, Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 permitted hereby to the extent such encumbrance or restriction only applies restrictions restrict the transfer of the property subject to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancingPermitted Lien, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the security agreements or instruments referred to in such clause (vii); (xiCapitalized Lease and other agreements evidencing Indebtedness permitted by Section 8.2(f) that impose restrictions on the transfer of any asset property so acquired or the subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvif) encumbrances or other restrictions and conditions under the terms imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the documentation governing any Qualified Securitization Transaction contracts, instruments or obligations referred to in clauses (a) through (c), and clause (e) hereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a Receivables Facility thatwhole, in each casewith respect to such encumbrances and other restrictions than those prior to such amendments, permitted by Section 10.04modifications, are necessary restatements, renewals, increases, supplements, refundings, replacements or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancings.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits Equity Interests owned by Borrower or any Subsidiary of its Restricted SubsidiariesBorrower, or pay any Indebtedness owed to Borrower or any a Subsidiary of its Restricted SubsidiariesBorrower, (b) make loans or advances to Borrower or any of its Restricted Borrower’s Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/Loan Documents; document or agreement relating to Permitted Subordinated Indebtedness; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any a Subsidiary of its Restricted Subsidiaries; Borrower; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any a Subsidiary of its Restricted Subsidiaries Borrower in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.05 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower; or instrument relating (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to Indebtedness of a Foreign Subsidiary incurred in clauses (b) and (c) above, restrictions in such person’s organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. Borrower Holdings and the Borrowers will not, and will not permit any of the Restricted their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the US Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the US Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the US Borrower or any of its Restricted Subsidiaries Subsidiaries, or (c) transfer any of its properties or assets to the US Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower Holdings or any of its Restricted Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which entered into by the US Borrower or any Subsidiary of its Restricted Subsidiaries is the licensee) or other contract entered into by US Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (v) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii) and (ix), (vi) any restrictions on the transfer of any asset pending the close of contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such asset; contract, (vii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, conditions apply only to the extent the relevant encumbrance property or restriction was not agreed to or adopted in connection withassets securing such Indebtedness, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into any restrictions, after the issuance thereof, in the ordinary course of business; Senior Subordinated Note Documents or, after the issuance thereof, the Permitted Refinancing Subordinated Indebtedness, so long as the provisions thereof are no more restrictive than the provisions in the Senior Subordinated Note Documents, and (ix) any agreement restrictions set forth in the Overdraft Facility or instrument relating to Indebtedness of a Foreign Subsidiary Subsidiaries incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii8.04(xiv); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary of its Restricted SubsidiariesBorrower, or pay any Indebtedness owed to Borrower or any a Subsidiary of its Restricted SubsidiariesBorrower, (b) make loans or advances to Borrower or any of its Restricted Borrower’s Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/Loan Documents; the Senior Subordinated Note Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any a Subsidiary of its Restricted Subsidiaries; Borrower; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any a Subsidiary of its Restricted Subsidiaries Borrower in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02, may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower; or instrument relating (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to Indebtedness of a Foreign Subsidiary incurred in clauses (b) and (c) above, restrictions in such person’s organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreement solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock Capital Stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under agreements in effect on the Restatement Effective Date (and any extensions, refinancings, renewals, amendments, modifications or replacements of such agreements that are not less favorable to the Lenders in any material respect than the agreements in effect on the Restatement Effective Date) and encumbrances or restrictions existing by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan on and after the execution and delivery thereof, the Senior Notes Documents; , the Other Unsecured Debt Documents, the Senior Secured Notes Documents, the Second Lien Notes Documents and, in the case of the Headquarters SPV and its Subsidiaries only, the Headquarters Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; , (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to Liens permitted by Section 10.01 that limit the extent right of the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrowerits Subsidiaries to transfer the assets (including Capital Stock) subject to such Liens, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating with respect to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred the Borrower and imposed pursuant to an agreement that has been entered into for the sale or instrument referred disposition of 100% of the outstanding Capital Stock or all or substantially all of the assets of such Subsidiary in compliance with the other provisions of this Agreement, (ix) restrictions existing with respect to in clause (vii) above; provided that any Person or the provisions relating to property or assets of such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Person acquired by the Borrower or any of its Subsidiaries in compliance with Section 9.15 and the Lenders other provisions of this Agreement and existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any material respect than Person or the provisions relating to such encumbrance property or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer assets of any asset subject to a Lien permitted by Section 10.01; Person other than such Person or the property or assets of such Person so acquired, (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiiix) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable in each case relating solely to such the applicable joint venture; (xiv) on venture or after similar entity or the execution and delivery thereofEquity Interests therein entered into in the ordinary course of business, (ixi) restrictions contained in the Permitted Junior Debt Documentsterms of purchase money obligations or Capitalized Lease Obligations not incurred in violation of this Agreement, (ii) provided that such restrictions relate only to the Permitted Pari Passu Notes Documents property or assets financed with such Indebtedness, and (iiixii) any other customary provisions arising or agreed to in the Permitted Pari Passu Loan Documents; ordinary course of business not relating to Indebtedness or Capital Stock that do not individually or in the aggregate (xvx) negative pledges and restrictions on Liens detract in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for material respect from the benefit value of the Administrative Agent and/or assets of the Collateral Agent and Borrower or any of its Subsidiaries or (y) otherwise impair the Secured Creditors with respect ability of the Borrower or any of its Subsidiaries to the credit facilities established hereunder and the Obligations perform their obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityDocuments.

Limitation on Certain Restrictions on Subsidiaries. Borrower Each of the Company and any Restricted Subsidiary will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Company or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to Borrower the Company or any of its Restricted SubsidiariesSubsidiary, (b) make loans or advances to Borrower the Company or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to Borrower the Company or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) the Senior Notes Indenture or in any Refinancing Note/Loan Documentsagreement evidencing, governing or securing any Specified Secured Indebtedness or effecting a refinancing, replacement or substitution of the Senior Notes or any Specified Secured Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such agreement are no more onerous, when taken as a whole, to any Subsidiary of the Company than those contained in the Senior Notes Indenture; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower the Company or any of its Restricted SubsidiariesSubsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower the Company or any of its Restricted Subsidiaries Subsidiary is the licensee) or other contract entered into by Borrower the Company or any of its Restricted Subsidiaries Subsidiary in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower the Company or any Restricted Subsidiary of BorrowerSubsidiary, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary (other than a Credit Party) incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary(other than a Credit Party); (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable more onerous, when taken as a whole, to Borrower or any Subsidiary of the Lenders in any material respect Company than the provisions relating to such encumbrance or restriction those contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower the Company that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xii) Restrictions arising out of Permitted Liens, so long as such restrictions only apply to the assets subject to such Permitted Lien; (xiii) customary provisions subordination of subrogation, contribution and similar claims contained in joint venture agreements and other similar agreements applicable to joint ventures guaranties permitted under Section 10.05 and applicable solely to such joint venturehereunder; (xiv) any restrictions on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documentspayment of dividends imposed on any Canadian Credit PartySubsidiary in favor of Canadian Governmental Authorities; (xv) customary encumbrances or restrictions in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which restrictions relate solely to the activities of such joint venture or are otherwise applicable only to the assets that are the subject to such agreement or, ; (xvi) customary encumbrances or restrictions contained in sales of, or in agreements relating to the sale of, Equity Interests or assets of any Subsidiary of the Company pending such sale,; provided that such encumbrances and restrictions apply only to the Subsidiary of the Company to be sold and such sale is permitted hereunder; (xvii) any such encumbrances or restrictions imposed in connection with consignment agreements entered into in the ordinary course of business; and (xviii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted basispermitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility10.10(x).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will shall not, and will shall not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary Payment Restriction with respect to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Subsidiaries, except for any such encumbrances or restrictions Payment Restriction existing under or by reason of: of (ia) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (ivb) customary provisions restricting subletting or non-assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements provisions in leases or other contracts entered into in the ordinary course of business; business and consistent with past practices, (ixc) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained purchase money obligations for property acquired in the agreements or instruments referred to in such clause ordinary course of business that impose restrictions on the property so acquired, (vii); (xid) customary restrictions imposed on the transfer of any asset copyrighted or patented materials, (e) the entering into of a contract for the sale or other disposition of assets, directly or indirectly, so long as such restrictions do not extend to assets that are not subject to a Lien such sale or other disposition, (f) the terms of any agreement evidencing any Indebtedness of Subsidiaries that was permitted by Section 10.01; hereby to be incurred that only restricts the transfer of the assets purchased with the proceeds of such Indebtedness, (xiig) restrictions and conditions imposed by the terms of the documentation governing Senior Notes Indenture in effect on the Initial Borrowing Date, (h) the terms of any agreement evidencing any Acquired Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorwas permitted to be incurred pursuant to this Agreement, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable provided that such Payment Restriction only applies to joint ventures permitted under Section 10.05 and applicable solely assets that were subject to such joint venture; (xiv) on restriction and encumbrances prior to the acquisition of such assets by the Borrower or after the execution and delivery thereofany of its Subsidiaries, (i) contracts of any Subsidiaries of the Permitted Junior Debt DocumentsBorrower in effect prior to such Person becoming a Subsidiary of the Borrower and not entered into in contemplation thereof, so long as such restriction applies only to such Subsidiary or its assets, (iij) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor transfer of property or assets pursuant to any holder of Indebtedness for borrowed money Lien permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and this Agreement, (xvik) restrictions and conditions under the terms of any agreement in effect on the documentation governing any Qualified Securitization Transaction Initial Borrowing Date as such Payment Restriction is in effect on the Initial Borrowing Date or a Receivables Facility thatas thereafter amended; provided that such Payment Restriction is no more restrictive, in each case(l) this Agreement, permitted by Section 10.04the Notes, are necessary the Parent Guaranty or advisablethe Subsidiary Guaranty, and (m) "Refinancing Indebtedness" (as such term is defined in the good faith determination of Borrower Senior Notes Indenture); provided that any such Payment Restrictions that arise under such "Refinancing Indebtedness" are not, taken as a whole, more restrictive than those under the agreement creating or evidencing the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityIndebtedness being refinanced.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (by) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Subsidiary of its Restricted Subsidiaries; the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms anticipation of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorrespective Permitted Acquisition, which Indebtedness is permitted by Section 10.04; (xiiivi) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures not prohibited by this Agreement, (vii) any customary restriction or encumbrance with respect to assets subject to Liens permitted under Section 10.05 by Sections 10.03(iv), (x), (xi), (xii), (xv), (xvi), (xvii), (xviii), (xxi), (xxiii) and applicable solely to such joint venture; (xivxxiv), (viii) on or and after the execution and delivery thereof, (i) the Permitted Junior Notes Documents (and any Permitted Refinancing Debt DocumentsDocuments governing Permitted Refinancing Indebtedness in respect thereof), (iiix) the Permitted Pari Passu Notes Documents Chinese Factoring Program, the other Foreign Receivables Facilities and the documentation governing the foregoing, (x) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale; provided such restrictions and conditions apply only to the Subsidiary or assets being sold and such sale is permitted hereunder, (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred pursuant to Section 10.04, and (iii) the Permitted Pari Passu Loan Documents; (xvxii) negative pledges and restrictions on Liens in favor of any holder of secured Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in 10.04(xxii) and (xxv) but only to the good faith determination of Borrower extent the negative pledges and restrictions relate to the property financed by or the applicable Restricted Subsidiary, to effect subject of such Qualified Securitization Transaction or such Receivables FacilityIndebtedness.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will not, and nor will not permit any of the Restricted Subsidiaries toits Material Subsidiaries, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its capital stock Equity Interests or pay any Indebtedness or other interest or participation in its profits owned by Borrower Obligation owed to the Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower or any of its Restricted other Subsidiaries, (b) make any loans or advances to Borrower the Company or any of its Restricted Subsidiaries other Material Subsidiaries, or (c) transfer any of its properties or assets property to Borrower the Company or any of its Restricted other Material Subsidiaries, except for such encumbrances or restrictions existing under or by reason ofexcept: (i) Requirements any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of Lawthe foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction 143 #47923322 on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) this Agreement and any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other Credit Documentsthan Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the ABL Credit Agreement, transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Unsecured Notes Indenture, the Secured Notes Indenture Company) and the other definitive documentation entered into in connection with any of the foregoingoutstanding on such date; (iii) any Refinancing Note/Loan Documents; (iv) such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any lease leases governing any leasehold interest interests of Borrower the Company or any of its Restricted Subsidiaries; (v) Subsidiaries and customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract license entered into by Borrower the Company or any of its Restricted Subsidiaries Subsidiary in the ordinary course of businessbusiness and customary restrictions in sales agreements pending the closing of the applicable sale; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary existing solely as a result of Borrower, or the properties a requirement of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition;Law; and (viiiv) encumbrances or restrictions on cash Permitted Liens or other deposits restrictions contained in security agreements or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement Capitalized Leases securing or instrument relating otherwise related to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 permitted hereby to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on restrict the transfer of any asset the property subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilitysecurity agreements.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Capital Stock or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, rule, regulation or order, (ii) this Credit Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Restricted Subsidiary of its Restricted Subsidiaries; the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (v) any encumbrance or restriction pursuant to an agreement in effect or entered into on the Closing Date as set forth on the Closing Date Officer’s Certificate (and all replacements or substitutions thereof on terms not materially more adverse to the Lenders and not materially less favorable or materially more onerous to the Borrower and its Restricted Subsidiaries than those contained the any such agreement on the Closing Date), (vi) customary agreements relating to the transfer of, or the granting of licenses in licenses related to, copyrights, patents or other intellectual property, (vii) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein), (viii) purchase money indebtedness permitted to be incurred under this Credit Agreement, (ix) restrictions on cash or other deposits under bona fide arrangements with customers entered into in the ordinary course of business, (x) Refinancing Indebtedness (provided, that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced), (xi) agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Capital Stock other than on a pro rata basis, (xii) with respect to any Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Permitted Indebtedness, or any agreement pursuant to which such Permitted Indebtedness was issued, (xiii) restrictions on the transfer of any asset pending the close of the sale of such asset; , (viixiv) any agreement restriction or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset assets subject to a Lien permitted Liens not prohibited by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on 9.3 hereof or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges encumbrances and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, contained in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityMaster Indenture Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law or any applicable regulation, rule, order, approval, license or other restrictions issued by any governmental authority, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan the New Senior Note Documents; , (iv) the Aetna Documents (as in effect on the Initial Borrowing Date and as the same may thereafter be amended or modified in accordance with the terms of the Aetna Documents and this Agreement so long as the terms of any restrictions described in clauses (a) through (c) above are no more restrictive on the Borrower or any of its Subsidiaries in any material respect than those terms as in effect on the Initial Borrowing Date), (v) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; , (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (vivii) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 9.01(iii), (xiivi), (vii), (xiv), (xvii), (xviii) or (xix) and (ix) customary restrictions and conditions in the respective Subsidiary's industry imposed by customers under contractual arrangements entered into in the terms ordinary course of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors business with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably cash or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction other deposits or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary minimum net worth or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilitysimilar requirements.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will, nor will not, and will not it permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by such Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to such Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to such Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to such Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) the Long-Term LC Facility (and any replacements, renewals and extensions thereof and any successor facilities, provided that the encumbrances and restrictions contained in any such replacements, renewals or extensions or any such successor facilities are not materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrances and restrictions will not materially affect any Borrower’s ability to make principal or interest payments on the Loans or to reimburse Unpaid Drawings and do not restrict the ability to grant any Lien contemplated or required by the Agreement), (iii) the Existing Senior Notes (and any additional issuances of notes, provided that the encumbrances and restrictions contained in any such additional notes shall not be materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrances and restrictions will not materially affect any Borrower’s ability to make principal or interest payments on the Loans or to reimburse Unpaid Drawings and do not restrict the ability to grant any Lien contemplated or required by the Agreement), (iv) the Shareholders Agreement, (v) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (ivvi) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of such Borrower or any of its Restricted Subsidiaries; , (vvii) customary provisions restricting assignment of any licensing agreement (in which such Borrower or any of its Restricted Subsidiaries is the licensee) or other contract (including leases) entered into by such Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (viviii) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 7.03, (x) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (xi) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, entered into in the good faith determination ordinary course of Borrower business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.similar Person,

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted SubsidiariesSubsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, (iii) agreements which (x) exist on the ABL Credit AgreementClosing Date and (to the extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (y) to the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the Unsecured Notes Indenturescope of the restrictions described in clause (a), (b) or (c) that are contained in such existing agreement, (iv) agreements that are binding on a Restricted Subsidiary at the Secured Notes Indenture and time such Restricted Subsidiary is acquired by the other definitive documentation Borrower or any Restricted Subsidiary, so long as such agreements were not entered into in connection with any contemplation of the foregoing; such Person becoming a Restricted Subsidiary, (iii) any Refinancing Note/Loan Documents; (ivv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; Subsidiary, (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries Subsidiary is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries Subsidiary in the ordinary course of business; , (vivii) restrictions on the transfer of any asset or any Restricted Subsidiary pending the close of the sale of such asset; (vii) any agreement asset or instrument governing Indebtedness assumed in connection with a Permitted Acquisitionsuch Restricted Subsidiary, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 6.01(iii), (xiivi), (vii), (xv), (xvi), (xviii), (xix), (xx), (xxv), (xxvii), (xxviii) and (xxix)); provided that such restrictions and conditions imposed by are limited to the terms of applicable individual agreements and/or the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorproperty or assets subject to such agreements, which Indebtedness is permitted by Section 10.04; (xiiiix) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and a Securitization Entity; provided that such restrictions are limited to the applicable solely individual agreements and/or the property or assets subject to such joint venture; (xiv) on or after the execution and delivery thereofagreements, (ix) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens provisions in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors documentation with respect to the credit facilities established hereunder Senior Unsecured Notes, Permitted Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing thereof, in each case so long as such provisions are no more restrictive than the corresponding provisions hereof and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvixi) restrictions and conditions under provisions pursuant to the terms of the documentation governing any Qualified Securitization Transaction Permitted Funding Indebtedness or a Receivables Facility thatany Non-Recourse Indebtedness providing for financial covenants or limitations on affiliate transactions, mergers, consolidations, transfers of all or substantially all assets or other fundamental changes, in each case, permitted by Section 10.04, case so long as such provisions are necessary or advisable, determined in the good faith determination by the Borrower to be customary for such financing and the applications of such provisions will not materially affect the ability of the Borrower to pay the principal or interest on the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityLoans.

Limitation on Certain Restrictions on Subsidiaries. Borrower (a) Holdings will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (by) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; on and after the Accounts Receivables Transaction Date, the provisions applicable to the Receivables Sellers and Receivables Entity contained in the Accounts Receivable Facility, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Subsidiary of its Restricted Subsidiaries; the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) restrictions applicable to any joint venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.14; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (viii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 9.03(iv), (x), (xi), (xii) and (xvii), (ix) the Second-Lien Credit Documents and (x) the Refinancing Senior Subordinated Notes Documents. (b) Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly agree to any consensual encumbrance or restriction on the ability of any non-Subsidiary joint venture to (x) pay dividends or make other distributions on its capital stock or other Equity Interests or participations in its profits owned by the Borrower or any Subsidiary of the Borrower or (y) make loans or advances to the Borrower or any Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such non-Subsidiary joint venture, (iv) customary provisions restricting assignment of any contract entered into by such non-Subsidiary joint venture in the ordinary course of business, (v) normal restrictions (as determined in good faith by the Borrower) applicable to any non-Subsidiary joint venture at the time of the establishment thereof (so long as not in connection with a Permitted Acquisition), (vi) restrictions applicable to any non-Subsidiary joint venture existing at the extent time of the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary acquisition thereof as a result of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance 9.05 or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to Permitted Acquisition effected in clause (vii) aboveaccordance with Section 8.14; provided that the provisions relating restrictions applicable to such encumbrance or restriction contained in any such refinancingthe respective non-Subsidiary joint venture are not made more burdensome, replacement or substitution agreement are no less favorable to Borrower or from the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms perspective of the documentation governing any Indebtedness Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; the respective Investment or Permitted Acquisition and (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (ivi) the Permitted Junior Debt Second-Lien Credit Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) the Pulitzer Debt Documents as in effect on, and after giving effect to, the Effective Date and the Permitted Pulitzer Debt Refinancing Indebtedness (as in effect at the time of the issuance or incurrence thereof so long as such encumbrances or restrictions are no more restrictive in any Refinancing Note/Loan Documents; material respect than those encumbrances or restrictions set forth in the Pulitzer Debt Documents as in effect on and after giving effect to, the Effective Date), in each case so long as such restrictions apply solely to Pulitzer and/or its applicable Subsidiaries, (iv) the First Lien Credit Documents (including Permitted First Lien Refinancing Indebtedness so long as such encumbrances or restrictions are no more restrictive in any material respect than those encumbrances or restrictions set forth in the First Lien Credit Documents as in effect on, and after giving effect to, the Effective Date), (v) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; , (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (vivii) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 10.01(iii), (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorvi), which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; vii), (x), (xiv) on or after the execution and delivery thereof), (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityxvii).

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by any Borrower or any other Subsidiary of its Restricted Subsidiariesany Borrower, or pay any Indebtedness owed to any Borrower or any other Subsidiary of its Restricted Subsidiariesany Borrower, (b) make loans or advances to any Borrower or any of its Restricted such Borrower's other Subsidiaries or (c) transfer any of its properties or assets to any Borrower or any of its Restricted such Borrower's other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/Loan Documents; the Senior Note Documents in effect on the date hereof; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of a Borrower or any Subsidiary of its Restricted Subsidiaries; a Borrower; (v) customary provisions restricting assignment of any licensing agreement (in which entered into by a Borrower or any Subsidiary of its Restricted Subsidiaries is the licensee) or other contract entered into by a Borrower or any of its Restricted Subsidiaries in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.05 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement or instrument relating to Indebtedness in effect at the time such Subsidiary is a Subsidiary of a Foreign Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary incurred of a Borrower; or (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such Person's organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. Borrower Holdings will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Borrower Holdings or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower Holdings or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower Holdings or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Borrower Holdings or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law and any applicable rule, regulation or order, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan the Senior Secured Notes Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower Holdings or any of its Restricted Subsidiaries; , (v) customary provisions restricting assignment of any licensing agreement (in which Borrower Holdings or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower Holdings or any of its Restricted Subsidiaries in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreements in effect or entered into on the Effective Date, including agreements governing Existing Indebtedness as in effect on the Effective Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof to the extent permitted hereunder; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing such Indebtedness as in effect on the Effective Date, (viii) customary provisions limiting the disposition or distribution of assets or property in partnership, joint venture, asset sale agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements, (ix) any such encumbrance or restriction with respect to any Foreign Subsidiary of Holdings pursuant to an agreement governing Indebtedness incurred by such Foreign Subsidiary, (A) if the encumbrances and restrictions contained in any such agreement or instrument governing Indebtedness assumed taken as a whole are not materially more restrictive than the encumbrances and restrictions contained in connection with a Permitted Acquisitionthe agreements described in clauses (ii) and (vii) above (as determined in good faith by Holdings), to the extent the relevant or (B) if such encumbrance or restriction was is not agreed materially more restrictive than is customary in comparable financings (as determined in good faith by Holdings) and either (I) Holdings determines in good faith that such encumbrance or restriction will not materially affect the Borrower’s ability to make the principal, interest or adopted fee payments on the Loans or (II) such encumbrance or restriction applies only if a default occurs in connection withrespect of a payment or financial covenant relating to such Indebtedness, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by landlords, suppliers and customers under agreements contracts entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary , and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 10.01(iii), (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorvi), which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; vii), (xiv) on or after the execution and delivery thereof), (ixvii) the Permitted Junior Debt Documents, or (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityxviii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Capital Stock to the Borrower or any of Subsidiary, or with respect to any other Equity Interest or participation in, or measured by its Restricted Subsidiariesprofits, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and Agreement, the other Credit Documents, the ABL Credit AgreementDocuments, the Unsecured Initial First Lien Notes Indenture, the Secured Notes Indenture and the indenture and other definitive documentation governing, or entered into in connection with any of with, the foregoing; Initial First Lien Notes, (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (viv) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xivi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; ; (xiivii) restrictions and conditions imposed by applicable to any Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 10.05 or a Permitted Acquisition effected in accordance with the terms of this Agreement; provided that the documentation restrictions applicable to such Subsidiary are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; (viii) restrictions contained in any documents or agreements evidencing, relating to or otherwise governing a Receivables Financing with respect to any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; Receivables Subsidiary; (xiiiix) customary provisions in joint venture agreements agreements, partnership agreements, limited liability company documents and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility thatagreements, in each case, permitted by Section 10.04, are necessary or advisable, case entered into in the good faith determination ordinary course of Borrower business; (x) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (xi) any amendment, restatement, renewal, replacement or refinancing of an agreement referred to above; provided that such restrictions are not -95- materially more restrictive, taken as a whole, than those under the applicable Restricted Subsidiaryagreement being amended, to effect such Qualified Securitization Transaction restated, renewed, refinanced or such Receivables Facilityreplaced; and (xii) restrictions listed on Schedule 10.07.

Limitation on Certain Restrictions on Subsidiaries. Borrower Holdings -------------------------------------------------- will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, or pay any Indebtedness owed to Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, (b) make loans or advances to Borrower Holdings or any Subsidiary of its Restricted Subsidiaries Holdings or (c) transfer any of its properties or assets to Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) the Borrower Senior Subordinated Note Documents and any Refinancing Note/Loan Documents; Subordinated Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower Holdings or any Subsidiary of its Restricted Subsidiaries; Holdings, (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower Holdings or any Subsidiary of its Restricted Subsidiaries Holdings in the ordinary course of business; , (vi) restrictions on the transfer of any asset subject to a Lien permitted by Sections 8.01(vi), (vii) and (xiii), (vii) ----------------- ----- ------ restrictions which are imposed on any Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of the Borrower other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition, (viii) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) restrictions which are imposed on any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 of the Borrower to the extent such encumbrance or restriction only applies to restrictions are set forth in any Indebtedness incurred by such Foreign Subsidiary and pursuant to Section 8.04(xvii) ------------------ so long as such restrictions are not applicable to any Subsidiary of the Borrower other than the Foreign Subsidiary that has incurred such Foreign Subsidiary; Indebtedness and (x) customary restrictions set forth in any joint venture agreement entered in connection with an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred Investment made pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (viiSection 8.05(xvi); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.. -----------------

Limitation on Certain Restrictions on Subsidiaries. The Administrative Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Capital Stock to the Administrative Borrower or any of Subsidiary, or with respect to any other Equity Interest or participation in, or measured by its Restricted Subsidiariesprofits, or pay any Indebtedness owed to the Administrative Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Administrative Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Administrative Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and Agreement, the other Credit Documents, the ABL Term Loan Credit Agreement, the Unsecured First Lien Notes Indenture, the Secured Notes Indenture and the indenture and other definitive documentation governing, or entered into in connection with any of with, the foregoing; First Lien Notes, (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Administrative Borrower or any of its Restricted Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which the Administrative Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Administrative Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (viv) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xivi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; ; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiiivii) customary provisions restricting assignment of any agreement entered into in joint venture agreements and other similar agreements applicable the ordinary course of business; (viii) any amendment, restatement, renewal, replacement or refinancing of an agreement referred to joint ventures permitted above; provided that such restrictions are not materially more restrictive, taken as a whole, than those under Section 10.05 and applicable solely to such joint venture; (xiv) on the agreement being amended, restated, renewed, refinanced or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents replaced; and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xviix) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilitylisted on Schedule 10.07 hereto.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) the PD LLC Notes Documents (as in effect on the Restatement Effective Date) and the Permitted PD LLC Notes Refinancing Indebtedness (as in effect at the time of the issuance or incurrence thereof so long as such restrictions are no more restrictive in any Refinancing Note/Loan Documents; material respect than those restrictions set forth in the PD LLC Notes Documents as in effect on the Restatement Effective Date), in each case so long as such restrictions apply solely to Pulitzer and/or its applicable Subsidiaries, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; , (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; , and (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 10.01(iii), (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorvi), which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; vii), (x), (xiv) on or after the execution and delivery thereof), (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityxvii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under agreements in effect on the Closing Date (and any extensions, refinancings, renewals, amendments, modifications or replacements of such agreements that are not less favorable to the Lenders in any material respect than the agreements in effect on the Closing Date) and encumbrances or restrictions existing by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (restrictions in which Borrower or any of its Restricted Subsidiaries is the licensee) or leases, licenses and other contract entered contracts into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; business restricting the assignment, sublicensing or subletting thereof, (viiv) restrictions on the transfer of any asset pending the close of the sale of such asset; , (v) Liens permitted by Section 9.01 that limit the right of the Borrower or any of its Restricted Subsidiaries to transfer the assets (including Equity Interests) subject to such Liens, (vi) restrictions existing with respect to any Person or the property or assets of such Person acquired by the Borrower or any of its Restricted Subsidiaries in compliance with this Agreement and existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, (vii) restrictions applicable to any agreement joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or instrument governing Indebtedness assumed a Permitted Acquisition effected in connection accordance with a Section 8.15; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) the Permitted Revolving Credit Facility Documents, (ix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; , (ixx) restrictions with respect to any Restricted Subsidiary of a Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Equity Interests or all or substantially all of the assets of such Restricted Subsidiary to the extent not prohibited by this Agreement, (xi) restrictions contained in the terms of purchase money obligations or Capitalized Lease Obligations not incurred in violation of this Agreement, provided that such restrictions relate only to the property or assets financed with such Indebtedness, (xii) any agreement other customary provisions arising or instrument agreed to in the ordinary course of business not relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to or Equity Interests that do not individually or in the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; aggregate (x) detract in any material respect from the value of the assets of the Borrower or any of its Restricted Subsidiaries or (y) otherwise impair the ability of the Borrower or any of its Restricted Subsidiaries to perform their obligations under the Credit Documents, (xiii) any restrictions set forth in any agreement governing any Specified Permitted Indebtedness so long as the restrictions set forth therein are not more restrictive in any material respect than the corresponding provisions in the Credit Documents, and (xiv) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (viivi) above; , provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (viivi); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Borrower Holdings will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Borrower or any Subsidiary of any Borrower to (ai) pay dividends or make any other distributions on its capital stock Capital Stock or pay any Indebtedness or other interest or participation in its profits owned by obligation owed to any Borrower or any of its Restricted other Subsidiaries, (ii) make any loans or pay advances to any Indebtedness owed to Borrower or any of its Restricted other Subsidiaries, or (biii) make loans transfer any of its property or advances assets to any Borrower or any of its Restricted Subsidiaries other Subsidiaries, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date and reflected on Schedule 8.6(a) hereto or pursuant to the Senior Subordinated Documents or the Bridge Loan Documents; (b) any encumbrance or restriction with respect to a Subsidiary of a Borrower pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of such Borrower or was acquired by such Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by such Borrower) and outstanding on such date; (c) any such encumbrance or restriction consisting of customary non-assignment provisions in leases or licenses governing leasehold interests or licenses, as applicable, to the extent such provisions restrict the transfer any of its properties the lease or assets to Borrower or any of its Restricted Subsidiarieslicense, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawas applicable; (iid) this Agreement in the case of clause (iii) above, Permitted Liens or other restrictions contained in security agreements securing Indebtedness permitted hereby to the extent such restrictions restrict the transfer of the property subject to such security agreements; and (e) any encumbrance or restriction relating solely to assets to be sold in any Asset Disposition permitted hereunder and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation arising pursuant to any sale agreement entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.Asset Disposition. 119 121

Limitation on Certain Restrictions on Subsidiaries. No Borrower will, nor will not, and will not it permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by such Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to such Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to such Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to such Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements applicable law, (ii) the Long-Term LC Facility (and any replacements, renewals and extensions thereof and any successor facilities, provided that the encumbrances and restrictions contained in any such replacements, renewals or extensions or any such successor facilities are not materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrances and restrictions will not materially affect any Borrower’s ability to make principal or interest payments on the Loans or to reimburse Unpaid Drawings and do not restrict the ability to grant any Lien contemplated or required by the Agreement), (iii) the Existing Senior Notes (and any additional issuances of Law;notes, provided that the encumbrances and restrictions contained in any such additional notes shall not be materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrances and restrictions will not materially affect any Borrower’s ability to make principal or interest payments on the Loans or to reimburse Unpaid Drawings and do not restrict the ability to grant any Lien contemplated or required by the Agreement), (iv) the Shareholders Agreement, (iiv) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (ivvi) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of such Borrower or any of its Restricted Subsidiaries; , (vvii) customary provisions restricting assignment of any licensing agreement (in which such Borrower or any of its Restricted Subsidiaries is the licensee) or other contract (including leases) entered into by such Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (viviii) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 7.03, (x) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority, (xi) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements applicable to entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint ventures permitted venture or similar Person, (xiii) restrictions on cash or other deposits or net worth imposed by customers under Section 10.05 and applicable solely to such joint venture; contracts entered into in the ordinary course of business, (xiv) on pursuant to an agreement or after instrument relating to any Permitted Subsidiary Indebtedness of the execution and delivery thereoftype described in clause (e), (h) or (i) of the Permitted Junior Debt Documentsdefinition thereof if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrance or restriction will not materially affect such Borrower’s ability to make principal or interest payments on the Loans or to reimburse Unpaid Drawings, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and any encumbrances or restrictions on Liens in favor of imposed by any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge amendments or restriction expressly permits Liens for the benefit refinancings of the Administrative Agent and/or the Collateral Agent and the Secured Creditors contracts, instruments or obligations referred to in clause (xi) above, provided that such amendments or refinancings are no more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement restrictions that those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiariesother Subsidiary, or pay any Indebtedness owed to Borrower or any of its Restricted Subsidiariesother Subsidiary (except (i) solely with respect to restrictions on General Cable Spain’s ability to pay or make dividends as may be set forth in the European Term Loan Documents and (ii) such other restrictions as are approved in writing and in advance by the Administrative Agent), (b) make loans or advances to Borrower or any of its Restricted Borrower’s other Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Borrower’s other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law; (ii) this Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; ; (iii) any Refinancing Note/Loan the Qualified Senior Note Documents; ; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its Restricted Subsidiaries; other Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries other Subsidiary in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Original Closing Date in accordance with the provisions of this Agreement or the Prior Credit Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.05 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary is a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; or instrument relating (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to Indebtedness of a Foreign Subsidiary incurred in clauses (b) and (c) above, restrictions in such Person’s organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. Borrower The Borrowers will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL Term Loan Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture Agreement and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents[reserved]; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Lead Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Lead Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Lead Borrower or any Restricted Subsidiary of BorrowerSubsidiary, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiaryits Subsidiaries; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint ventureventure and its Subsidiaries; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Term Notes Documents and (iii) the Permitted Pari Passu Loan Documentsdefinitive documentation governing Incremental Equivalent/Refinancing Debt; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and; (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.0410.04(xxiv), are necessary or advisable, in the good faith determination of Lead Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility; and (xvii) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property.

Limitation on Certain Restrictions on Subsidiaries. Borrower Each of the Company and any Restricted Subsidiary will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Company or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to Borrower the Company or any of its Restricted SubsidiariesSubsidiary, (b) make loans or advances to Borrower the Company or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to Borrower the Company or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Lawapplicable law; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) the Senior Notes Indenture or in any Refinancing Note/Loan Documentsagreement evidencing, governing or securing any Specified Secured Indebtedness or effecting a refinancing, replacement or substitution of the Senior Notes or any Specified Secured Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such agreement are no more onerous, when taken as a whole, to any Subsidiary of the Company than those contained in the Senior Notes Indenture; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower the Company or any of its Restricted SubsidiariesSubsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower the Company or any of its Restricted Subsidiaries Subsidiary is the licensee) or other contract entered into by Borrower the Company or any of its Restricted Subsidiaries Subsidiary in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower the Company or any Restricted Subsidiary of BorrowerSubsidiary, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable more onerous, when taken as a whole, to Borrower or any Subsidiary of the Lenders in any material respect Company than the provisions relating to such encumbrance or restriction those contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower the Company that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xii) Restrictions arising out of Permitted Liens, so long as such restrictions only apply to the assets subject to such Permitted Lien; (xiii) customary provisions subordination of subrogation, contribution and similar claims contained in joint venture agreements and other similar agreements applicable to joint ventures guaranties permitted under Section 10.05 and applicable solely to such joint venturehereunder; (xiv) any restrictions on or after the execution and delivery thereof, (i) payment of dividends imposed on any Foreign Subsidiary organized under the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documentslaws of Canada in favor of Canadian Governmental Authorities; (xv) negative pledges customary encumbrances or restrictions in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which restrictions relate solely to the activities of such joint venture or are otherwise applicable only to the assets that are the subject to such agreement; (xvi) customary encumbrances or restrictions contained in sales of, or in agreements relating to the sale of, Equity Interests or assets of any Subsidiary of the Company pending such sale; provided that such encumbrances and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but apply only if such negative pledge or restriction expressly permits Liens for to the benefit Subsidiary of the Administrative Agent and/or Company to be sold and such sale is permitted hereunder; (xvii) any such encumbrances or restrictions imposed in connection with consignment agreements entered into in the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders ordinary course of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basisbusiness; and (xvixviii) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, negative pledges permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility10.10(x).

Limitation on Certain Restrictions on Subsidiaries. Borrower Holdings -------------------------------------------------- will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, or pay any Indebtedness owed to Borrower Holdings or any a Subsidiary of its Restricted SubsidiariesHoldings, (b) make loans or advances to Borrower Holdings or any of its Restricted Holdings' Subsidiaries or (c) transfer any of its properties or assets to Borrower Holdings or any of its Restricted Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the U.S. Borrower or any a Subsidiary of its Restricted Subsidiaries; the U.S. Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the U.S. Borrower or any a Subsidiary of its Restricted Subsidiaries the U.S. Borrower in the ordinary course of business; , (v) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 8.06(z) or a Permitted Acquisition effected in accordance with Section 8.02(s), provided that the -------- restrictions applicable to the respective Joint Venture are not made worse, or more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (vi) restrictions on the Senior Subordinated Note Documents, (vii) customary provisions restricting the transfer of any asset pending the close of the sale of such asset; assets subject to Liens permitted under Sections 8.03(k), (viim) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisitionand (o), to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement document or instrument relating to Indebtedness of a evidencing Foreign Subsidiary incurred pursuant to Section 10.04 to the extent Working Capital Indebtedness so long as such encumbrance or restriction only applies to such the Foreign Subsidiary incurring such Indebtedness, (ix) the Accounts Receivable Facility Documents, and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed transactions contemplated by the terms of documents governing the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityVendor Financing Program.