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 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. 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. 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 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. 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 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. 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 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 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 (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. 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 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. 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 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 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. 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 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 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. 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 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. 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. 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. 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 Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Restricted Subsidiariesthe 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 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 the Borrower or any Subsidiary of its Restricted Subsidiaries; the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries such Subsidiary 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 described in connection with a Permitted AcquisitionSection 9.04(ix), which restriction is not applicable 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 BorrowerPerson, or the properties property or assets of any such Person, other than the Persons Person or the properties or assets acquired in pursuant to any such Permitted Acquisition; , (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or restrictions on cash assets, as applicable, and any such sale or other deposits or net worth imposed by customers under agreements entered into disposition is made in the ordinary course of business; compliance with Section 9.02, 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 thereof9.01(v), (ivi) 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 Facilityvii).

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 profits, in each case 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 that are Qualified Credit Parties or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiaries that are Qualified Credit Parties, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; any agreement in effect on the Closing Date and described on Schedule 9.08, (ii) applicable law, (iii) this Agreement and the other Credit Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other Credit Documents), (iv) 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 foregoing; (iii) any Refinancing Note/ABL 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; , (vvi) customary provisions restricting assignment sublicensing or subletting of any licensing or leasing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) licensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Borrower Holdings or any of its Restricted Subsidiaries in the ordinary course of business; , (vivii) restrictions on the transfer of any asset or Subsidiary or the conduct of business related thereto pending the close of the sale of such asset; (vii) any agreement asset or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionSubsidiary, 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; Sections 9.01(c), (e), (f), (m), (n), (r), (s), (t), (v) or (x); (ix) any agreement or instrument in effect at the time any entity becomes a Subsidiary of the Borrower or any assets are acquired by a Credit Party, 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 and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the acquisition of such Subsidiary or assets by a Credit Party; (x) restrictions applicable to any joint venture that is a Subsidiary; (xi) customary restrictions on the transfer of joint venture interests, (xii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of the documentation governing any Indebtedness of a Restricted such Foreign Subsidiary of Borrower that is not a Subsidiary Guarantorpermitted to be incurred pursuant to Section 9.04, which Indebtedness is permitted by Section 10.04; (xiii) customary net worth provisions contained in joint venture agreements real property leases entered into by the Borrower and other similar agreements applicable the Subsidiaries in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to joint ventures permitted under Section 10.05 impair the ability of the Borrower and applicable solely Subsidiaries to such joint venture; meet their ongoing obligations, (xiv) on any restrictions regarding licenses or after sublicenses by the execution Borrower and delivery thereofthe Subsidiaries of intellectual property rights in the ordinary course of business (in which case such restrictions shall relate only to such intellectual property rights); and (xv) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) the Permitted Junior Debt Documentsthrough (xiv); provided, (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 amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements 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 the Borrower, no more restrictive with respect to such encumbrance or restriction than those contained in the applicable Restricted Subsidiaryencumbrance or restriction prior to such amendment, to effect such Qualified Securitization Transaction modification, restatement, renewal, increase, supplement, refunding, replacement or such Receivables Facilityrefinancing.

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. 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. 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. 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. Borrower will not, and Aleris will not permit any of the Restricted its Subsidiaries that is not a Credit Party 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 Equity Interests owned by Borrower Aleris or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower Aleris or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower Aleris or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Borrower Aleris 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, in accordance with the ABL Credit Agreementterms of this Agreement so long as the terms of any restrictions described in clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any material respect (taken as a whole) than those terms as in effect on the Closing Date), 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 Aleris or any of its Restricted Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower Aleris or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower Aleris 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; 10.01 (xiiiii), (vi), (vii), (viii), (xv), (xvi), (xvii), (xix), (xxii), or (xxxv), (vii) customary restrictions in the respective Subsidiary’s industry imposed by customers under contractual arrangements entered into in the ordinary course of business with respect to cash or other deposits or minimum net worth or similar requirements, (viii) restrictions and on conditions imposed by any agreement relating to secured Indebtedness permitted to be incurred hereunder if such restrictions apply only to the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorproperty or assets securing such Indebtedness, which Indebtedness is permitted by Section 10.04; (xiiiix) customary provisions restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to the extent such joint venture; ventures are permitted hereunder, (x) any agreement or other instrument of a Person acquired in a Permitted Acquisition or other Investment or acquisition permitted hereunder in existence at the time of such Permitted Acquisition or other Investment or acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired, (xi) customary restrictions in any Indebtedness incurred pursuant to Section 10.04(xii), (xiv) on or after the execution and delivery thereof), (i) the Permitted Junior Debt Documentsxxiv), (iixxvii) the Permitted Pari Passu Notes Documents and (iiixxx), and (xii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens provisions contained in favor of any holder of agreements related to or instruments evidencing Indebtedness for borrowed money permitted under incurred pursuant to 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 Facility10.04(ii).

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. 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 Aleris will not permit any of the Restricted its Subsidiaries that is not a Credit Party 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 Equity Interests owned by Borrower Aleris or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower Aleris or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower Aleris or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Borrower Aleris 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, in accordance with the ABL Credit Agreementterms of this Agreement so long as the terms of any restrictions described in clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any material respect (taken as a whole) than those terms as in effect on the Closing Date), 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 Aleris or any of its Restricted Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower Aleris or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower Aleris 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; 10.01 (xiiiii), (vi), (vii), (viii), (xv), (xvi), (xvii), (xix), (xxii), or (xxxv), (vii) customary restrictions in the respective Subsidiary’s industry imposed by customers under contractual arrangements entered into in the ordinary course of business with respect to cash or other deposits or minimum net worth or similar requirements, (viii) restrictions and on conditions imposed by the terms of the documentation governing any agreement relating to secured 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 be incurred hereunder 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 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 Facility.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 (a) 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 of the Parent to (ax) pay dividends 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, (by) make loans or advances to Borrower the Parent or any of its Restricted the Parent's Subsidiaries or (cz) 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: 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 the Senior Subordinated Credit Documents; , (iv) customary provisions restricting subletting or assignment assignments 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 restrictions applicable to any licensing agreement (in which Borrower or any of its Restricted Subsidiaries Joint Venture that is a Subsidiary existing at 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 time of the sale acquisition thereof as a result 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 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 the respective such encumbrance Joint Venture are not made worse, or restriction contained in any such refinancingmore 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 (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; (xivvi) on or and after the execution and delivery thereof, the documentation governing the Permitted Subordinated Refinancing Indebtedness and the Mezzanine Subordinated Note Documents. (b) The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Non-Subsidiary Joint Venture to pay Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Parent or any Subsidiary of the Parent, or pay any Indebtedness owed to the Parent or a Subsidiary of the Parent, except for such encumbrances or restrictions existing under or by reason of (i) the Permitted Junior Debt Documentsapplicable law, (ii) this Agreement and the Permitted Pari Passu Notes Documents and other Credit Documents, (iii) the Permitted Pari Passu Loan Senior Subordinated Credit Documents; , (xviv) negative pledges and restrictions on Liens in favor customary provisions restricting subletting or assignments of any holder lease governing a leasehold interest of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for a Non-Subsidiary Joint Venture, (v) restrictions applicable to any Non-Subsidiary Joint Venture existing at the benefit time of the Administrative Agent and/or acquisition thereof as a result of an Investment pursuant to Section 8.06(ix); provided that the Collateral Agent and the Secured Creditors with respect restrictions applicable to the credit facilities established hereunder respective such Non-Subsidiary Joint Venture are not made worse, or more burdensome, from the perspective of the Parent and its Subsidiaries, than those as in effect immediately before giving effect to the Obligations under consummation of the Credit Documents respective Investment or (vi) on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing after the Obligations under the Credit Documents equally execution and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of 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 Permitted Subordinated Refinancing Indebtedness and the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityMezzanine Subordinated Note Documents.

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. 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. 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 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 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 Borrower or any of its Restricted Subsidiariesthe 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 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; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing any Indebtedness assumed in connection with a Permitted Acquisitionpermitted under Section 9.04(g), to the extent the relevant which encumbrance or restriction was is not agreed applicable 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 BorrowerPerson, or the properties or assets of any such Person, other than the Persons Person or the properties acquired in such Permitted Acquisition; or assets of the Person so acquired, (viiivi) encumbrances or restrictions agreements existing 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 Effective Date to the extent and in the manner such encumbrance or restriction only applies to such Foreign Subsidiary agreements are in effect on the Effective Date and any Subsidiary of such Foreign Subsidiary; (xvii) an agreement effecting a refinancing, replacement or substitution of governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause clauses (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 (viiii); (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, (iv) 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 Facilityvi).

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. 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 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 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 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 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 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) 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 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; , (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; 10.01(ii), (iv), (v), (xi) or (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), (ivii) any agreement in effect at the Permitted Junior Debt Documentstime such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, (iiviii) any agreement in effect on the Permitted Pari Passu Notes Documents Effective Date, including agreements governing existing Indebtedness, and (iii) any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that 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 amendments, restatements, modifications, renewals, supplements, refundings, replacements or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in those agreements on the credit facilities established hereunder Effective Date 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 contained in any documents documenting Indebtedness of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, Foreign Subsidiary 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 Facilityhereunder.

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 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 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 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 Holdings 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 on the Effective Date and set forth on Schedule 8.08 and such other encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement, the other Reimbursement Documents and the agreements permitted by Section 8.04(b) (provided that the encumbrances and restrictions contained in any such agreements entered into pursuant to any extension, renewal or refinancing contemplated by such Section 8.04(b) shall be no more onerous on Holdings or its Subsidiaries than those contained in the respective agreements subject to such extension, renewal or refinancing), (iii) any agreement evidencing any Permitted Junior Debt; provided that such encumbrances and restrictions in agreements evidencing Permitted Junior Debt are on customary and market terms for similar financings and in any event are no more onerous to Holdings and its Subsidiaries than those encumbrances and restrictions contained in this Agreement and the other Credit Reimbursement Documents, but only if such negative pledge or restriction expressly permits Liens for the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any benefit of the foregoing; (iii) any Refinancing Note/Loan Documents; Collateral Agent and Payee as security for the Obligations under the Reimbursement Documents on a senior basis, (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) ), Oil and Gas Contracts 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 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; 8.01(c), (xiif), (g), (p) 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(w), which Indebtedness is permitted by Section 10.04; (xiiiviii) customary provisions restricting assignment of any agreement entered into 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 thereofordinary course of business, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iiiix) any agreement in effect at the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens time a Person becomes a Subsidiary, so long as such agreement was not entered into 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 contemplation of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on Person becoming 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 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. (a) The Borrower will not, and will not cause or permit any of the 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 to: (a1) 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 respect of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, Capital Stock; (b2) make loans or advances to the Borrower or any of its other Restricted Subsidiaries Subsidiary or to pay any Indebtedness or other obligation owed to the Borrower or any other Restricted Subsidiary; or (c3) transfer any of its properties property or assets to the Borrower or any of its other Restricted SubsidiariesSubsidiary, except in each case for such encumbrances or restrictions arising or existing under under, pursuant to, or by reason ofof any of the following: (i) Requirements applicable law, rule, regulation or order (including the requirements of Lawany governmental license, permit or concession); (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture Loans and the other definitive documentation entered into in connection with any of the foregoingSubsidiary Guaranties; (iii) in the case of clause (3) of paragraph (a) of this Section 9.08, (i) a lease, license or similar contract, which restricts in a customary manner the subletting, assignment or transfer of any Refinancing Note/Loan Documentsproperty or asset that is subject thereto or the assignment or transfer of any such lease, license or other contract, (ii) mortgages, deeds of trust, pledges or other security agreements, the entry into which does not result in a Default, securing Indebtedness of the Borrower or a Restricted Subsidiary, which restricts the transfer of the property subject to such mortgages, deeds of trust, pledges or other security agreements, or (iii) customary provisions restricting dispositions of real property interests set forth in any reciprocal easements of the Borrower or any Restricted Subsidiary; (iv) customary provisions restricting subletting any agreement relating to Acquired Indebtedness or assignment acquired Capital Stock, which is not applicable to any Person, or the properties or assets of any lease governing any leasehold interest Person, other than the Person so acquired, the properties or assets or Capital Stock of Borrower or any of its Restricted Subsidiariesthe Person so acquired; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is agreements existing on the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries Closing Date to the extent and in the ordinary course of businessmanner such agreements are in effect on the Closing Date; (vi) the Credit Agreements or an agreement governing any other Indebtedness of the Borrower or any Restricted Subsidiary permitted to be incurred under this Agreement; provided that, with respect to any agreement governing such other Indebtedness, the provisions relating to such encumbrance or restriction are not less favorable in any material respect, taken as a whole, than the provisions contained in the Credit Agreements as in effect on the Closing Date; (vii) restrictions on the transfer of assets subject to any asset pending Lien permitted under this Agreement imposed by the close of the sale holder 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 AcquisitionLien; (viii) encumbrances any agreement to, directly or restrictions on cash indirectly, sell or otherwise dispose of assets or Capital Stock permitted under this Agreement to any Person pending the closing of such sale; (ix) customary provisions in joint venture agreements and other deposits similar agreements (in each case relating solely to the respective joint venture or net worth imposed by customers under agreements similar entity or the equity interests therein) entered into in the ordinary course of business; (ixi) purchase money obligations for property acquired in the ordinary course of business and (ii) Capitalized Lease Obligations permitted under this Agreement, in each case, which impose encumbrances or restrictions of the nature described in clause (3) of paragraph (a) of this Section 9.08 on the property so acquired; (xi) any agreement Purchase Money Loan or instrument other Indebtedness or contractual requirement incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors of the Borrower, are necessary to effect such Qualified Receivables Transaction; (xii) encumbrances pursuant to the subordination provisions of any Indebtedness of a Foreign Subsidiary permitted to be 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 Subsidiary9.04(b)(7); (xxiii) Indebtedness of Foreign Subsidiaries permitted to be incurred under this Agreement; (xiv) loans or related agreements entered into in connection with the incurrence of industrial revenue or similar bonds permitted to be incurred under this Agreement; (xv) net worth provisions in leases and other agreements entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; and (xvi) an agreement effecting a refinancing, replacement or substitution of governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause clauses (ii), (iv), (v), (vi) and (vii) above; provided provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement Indebtedness are no less favorable to the Borrower or the Lenders in any material respect as determined by the Board of Directors of the Borrower in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause clauses (ii), (iv), (v), (vi) and (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 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 Unsecured 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. No Borrower will, and no Borrower will not, and will not permit any of the Restricted Subsidiaries other Loan Parties 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 Loan Party to (a) pay dividends or make any other distributions on its capital stock Equity Interest owned by any Borrower or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesLoan Party, or pay any Indebtedness owed to any Borrower or any of its Restricted Subsidiariesother Loan Party, (b) make loans or advances to any Borrower or any of its Restricted Subsidiaries other Loan Party or (c) transfer any of its properties or assets to any Borrower or any of its Restricted Subsidiariesother Loan Party, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; Applicable Laws regulation or order, (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; [reserved], (iv) customary provisions restricting subletting subletting, transfer, license or assignment of any lease governing any leasehold interest of any Borrower or any of its Restricted Subsidiaries; other Loan Party or otherwise relating to the assets subject thereto, (v) customary provisions restricting transfer, license or assignment of any licensing agreement or other contract (in which or otherwise relating to the assets subject thereto) entered into by any Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries Loan Party in the ordinary course Ordinary Course of business; Business, (vi) restrictions on the transfer of any asset or Subsidiary pending the close of the a permitted sale of such asset; asset or Subsidiary, (vii) restrictions on the transfer of any agreement asset subject to a Lien permitted by Sections 7.1(c), (f), (h), (o) or instrument governing (p); (viii) [reserved]; (ix) negative pledges and restrictions on Liens in favor of any holder of Indebtedness assumed in connection for borrowed money permitted under Section 7.4 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Agent and the Lenders with a Permitted Acquisition, respect to the extent credit facilities established hereunder and the relevant encumbrance Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or 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; on a junior basis; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course Ordinary Course of business; Business; (ixxi) the Prepetition Secured Debt Documents and any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 agreements governing any Permitted Refinancing thereof; (xii) contractual obligations which exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.8) are listed on Schedule 7.8(c); (xiii) restrictions binding on a Loan Party at the time such encumbrance or restriction only applies Loan Party first becomes a Loan Party through a joinder to the Loan Documents, so long as such Foreign Subsidiary and any Subsidiary contractual obligations were not entered into solely in contemplation of such Foreign Subsidiary; Person becoming a Loan Party; (xxiv) restrictions on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; and (xv) an agreement effecting a renewal, replacement, refinancing, replacement or substitution restructuring and extension of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (viii) through (xiv) above; provided that the provisions relating to such encumbrance or restriction contained in any such renewal, replacement, refinancing, replacement or substitution restructuring and extension agreement (taken as a whole) are no not materially less favorable to Borrower the Borrowers 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); (xii) 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; through (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 Facilityabove.

Limitation on Certain Restrictions on Subsidiaries. Each of the Parent, Holdings and the Borrower 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 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 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) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower the Parent or any of its Restricted Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which entered into by the Borrower or any Subsidiary 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; , (v) customary provisions restricting the transfer of assets subject to Liens permitted under Section 9.01(iii), (vii), (viii) and (ix), (vi) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 9.02 solely in respect of the assets to be sold pursuant to such contract, (vii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viii) any restrictions, after the issuance thereof, in the 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, (ix) the provisions contained in the Existing Indebtedness (to the extent set forth on Schedule VII), (x) customary provisions restricting assignment of licensing agreements, management agreements or franchise agreements, (xi) customary net worth provisions contained in real property leases, (xii) restrictions on the transfer of any asset pending the close of the sale of such asset; assets securing purchase money indebtedness or Capital Lease Obligations as permitted by this Agreement, (viixiii) 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 in anticipation of the respective Permitted Acquisition and (xiv) restrictions with respect to Subsidiaries 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 for the provisions relating to sale of the stock of assets of 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 Subsidiary as 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 Facilitythis Agreement.

Limitation on Certain Restrictions on Subsidiaries. Borrower (a) The Canadian 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 (ax) pay dividends Dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by Borrower the Canadian Parent or any of its Restricted Subsidiaries, Subsidiaries or pay any Indebtedness owed to Borrower the Canadian Parent or any of its Restricted Subsidiaries, (by) make loans or advances to Borrower the Canadian Parent or any of its Restricted Subsidiaries or (cz) transfer any of its properties or assets to Borrower the Canadian Parent 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; the provisions contained in the Existing Indebtedness, (iv) the provisions contained in the Senior Unsecured Note Documents (or any other Indebtedness which are not more restrictive than the provisions contained in the Senior Unsecured Note Documents), (v) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower the Canadian Parent or any of its Restricted Subsidiaries; , (vvi) customary provisions restricting assignment of any licensing agreement (in which Borrower entered into by the Canadian 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; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) restrictions imposed by any agreement or instrument governing Indebtedness assumed in connection with holder of 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 Lien on the transfer transferability of any asset subject to a Lien permitted by Section 10.01; such Permitted Lien, (xiiviii) restrictions on Intercompany Receivables Subsidiaries, and conditions imposed by with respect to Intercompany Receivables Facility Assets, set forth in 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 respective Intercompany Receivables Facility Documents and (iiiix) any Subsidiary which is the issuer of Permitted Pari Passu Loan Documents;Acquired Debt or Permitted Acquired Subsidiary Preferred Stock may be subject to the restrictions contained therein (so long as same were not made worse, from the perspective of the Canadian Parent, than the restrictions as in effect immediately prior to the acquisition of the respective Subsidiary pursuant to a Permitted Acquisition). (xvb) negative pledges and restrictions The Canadian Parent will not permit any Unrestricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction whatsoever 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 operations of the Administrative Agent Canadian Parent 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 Facilityits Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. Borrower Each Credit Party 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 restric­tion on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions distribu­tions on its capital stock or any other interest Equity Interest or participation 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 trans­fer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances 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; the Pulitzer Debt Documents as in effect on the Closing 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 assign­ment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; , (v) customary custom­ary provisions restricting assignment of any licensing 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 restric­tions on the transfer 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 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 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 Parent 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 No Credit Agreement Party will, nor will not, and will not any Credit Agreement Party 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 Equity Interests or any other interest or participation in its profits owned by Borrower such Credit Agreement Party or any Subsidiary of its Restricted Subsidiariessuch Credit Agreement Party, or pay any Indebtedness owed to Borrower such Credit Agreement Party or any a Subsidiary of its Restricted Subsidiariessuch Credit Agreement Party, (by) make loans or advances to Borrower such Credit Agreement Party or any Subsidiary of its Restricted Subsidiaries such Credit Agreement Party or (cz) transfer any of its properties or assets to Borrower such Credit Agreement Party 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; the provisions contained in the Scheduled Existing Indebtedness, (iv) the New Senior Subordinated Notes Documents, (v) 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, (vvi) customary provisions restricting assignment of any contract entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, (vii) 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, (viii) 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; ; (viix) the Existing 2006 Senior Subordinated Notes Documents; (x) 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 8.15, provided that the restrictions applicable to the respective such 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, (xi) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary is permitted under this Agreement, (xii) on and after the execution and delivery thereof, the documentation governing Permitted Debt (other than Permitted Acquired Debt), (xiii) restrictions on the transfer of any asset pending the close of the sale of such asset; , so long as such sale is permitted under 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 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); (xixiii) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions assets securing purchase money obligations 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 Capitalized Lease obligations otherwise permitted under Section 10.05 and applicable solely to such joint venture; this Agreement, (xiv) customary net worth provisions contained in Real Property leases entered into by Subsidiaries of Holdings, so long as Holdings has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of Holdings and its Subsidiaries to meet their ongoing obligations (including those under this Agreement, the New Senior Subordinated Notes and any Permitted Debt) and (xv) on or after prior to the execution and delivery thereofRedemption Date, (i) the Permitted Existing Junior Debt Documents, (ii) the Permitted Pari Passu PIK Notes Documents and (iii) the Permitted Pari Passu Loan Existing Senior Subordinated Secured Notes 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 and its Subsidiaries will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or contractual restriction on the ability of any such Restricted Subsidiary Subsidiaries of the Borrower to (ai) pay dividends or make any other distributions to the Borrower or any of its Subsidiaries, SPVs or Affiliates on its the Borrower's or such Subsidiary's capital stock stock, partnership or limited liability company interests, or other equity or ownership interests, or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiariesprofits, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, or (bii) make loans or advances to the Borrower or any of its Restricted Subsidiaries, except for: (a) Existing restrictions as to Subsidiaries of the Borrower (including Sedco Forex and its Subsidiaries) as described on Schedule 5.22 hereto; (b) Restrictions existing as to Sedco Forex and its Subsidiaries at the time of the Sedco Forex Merger, provided that such restrictions do not restrict or impair the payment or making of such distributions, dividends, loans, interests or participations in profits, or payments of Indebtedness by Sedco Forex and such Subsidiaries in an aggregate amount greater than ten percent (10%) of Consolidated EBITDA for the most recently ended fiscal year of the Borrower and Sedco Forex and their respective Subsidiaries on a pro forma combined basis; (c) transfer any Restrictions imposed by law or this Agreement; (d) Customary restrictions contained in agreements relating to the sale of a Subsidiary or its properties assets pending such sale, provided such restrictions apply only to such Subsidiary or such assets to be sold; (e) Restrictions applicable to SPVs or the stock of SPVs; (f) Customary restrictions in contracts as to the assignment thereof; (g) Restrictions relating to any assets acquired after the Effective Date of this Agreement, provided such restrictions relate only to the assets so acquired and are not created in anticipation of such acquisition; (h) Restrictions relating to any acquired Indebtedness of any Subsidiary at the date on which such Subsidiary was acquired by the Borrower or any Subsidiary (other than Indebtedness incurred in anticipation of its Restricted Subsidiariessuch acquisition), except for provided such encumbrances or restrictions existing under or by reason of:restriction relates only to such acquired Indebtedness and Subsidiary; (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 Restrictions imposed in connection with a Permitted Acquisition, refinancing or assumption of Indebtedness that is subject 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 Acquisitionsimilar restrictions otherwise permitted by this Agreement; (viiij) encumbrances Restrictions on the sale or other disposition of any property securing any Non-recourse Debt or any Indebtedness as a result of a Permitted Lien on such property; (k) Customary restrictions on cash or other deposits or net worth imposed by customers under agreements contracts entered into in the ordinary course of business; (ixl) any agreement Restrictions contained in agreements or instrument instruments 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 prohibit the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms all or substantially all 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 assets of the Administrative Agent and/or obligor thereunder unless the Collateral Agent and transferee shall assume the Secured Creditors with respect to obligations of the credit facilities established hereunder and the Obligations obligor 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 agreement or on a junior basisinstrument; and (xvim) restrictions and conditions under the terms Agreements as to formalities required to declare or make a dividend or distribution or that require retention 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 Facilityreasonable cash reserves for working capital purposes.

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance encumbrance, restriction or restriction condition on the ability of any such Restricted Subsidiary to (ai) pay dividends Dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by Borrower any Company or any of its Restricted SubsidiariesPhysician-Owned Practice, or pay any Indebtedness owed to Borrower any Company or any of its Restricted SubsidiariesPhysician-Owned Practice, (bii) make loans or advances to Borrower any Company or any of its Restricted Subsidiaries Physician-Owned Practice or (ciii) transfer any of its properties Properties to any Company or assets to Borrower or any of its Restricted SubsidiariesPhysician-Owned Practice, except for such encumbrances or restrictions existing under or by reason offor: (ia) Requirements such encumbrances, restrictions or conditions existing by reason of Lawapplication of mandatory Legal Requirements; (iib) (i) this Agreement and the other Credit DocumentsLoan Documents and (ii) loan documents governing other Indebtedness permitted to be incurred hereunder that are, taken as a whole, in the ABL Credit Agreementgood faith judgment of the Borrower, no more restrictive with respect to the Unsecured Notes IndentureBorrower or any Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the Secured Notes Indenture and restrictions contained in this Agreement unless (x) such restrictions apply only to periods after the then latest Maturity Date or (y) to the extent a substantially similar change is made to this Agreement or the other definitive documentation entered into Loan Documents), so long as the Borrower shall have determined in connection with good faith that such restrictions will not affect its obligations or ability to make any of the foregoingpayments required hereunder; (c) in the case of clause (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 Subsidiariesa Subsidiary; (vd) in the case of clause (iii), 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; (vie) customary restrictions on and conditions contained in any agreement relating to the transfer sale or other Disposition of any asset Property or Asset Sale permitted by Section 6.06 pending the close of the sale consummation of such assetsale or other Disposition or Asset Sale; provided, that (i) such restrictions and conditions apply only to the Property to be sold or Disposed of and (ii) such sale or other Disposition or Asset Sale is permitted hereunder; (viif) any agreement or instrument governing Indebtedness assumed in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with 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 contemplation of such person becoming a Subsidiary of the Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viiig) any encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in any amendments or refinancings that are otherwise permitted by the ordinary course Loan Documents of business; (ix) any agreement the contracts, instruments 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 obligations referred to in clause (viif) above; provided provided, that the provisions relating such amendments or refinancings are no more materially restrictive with respect 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 encumbrances and restrictions than the provisions relating those prior to such encumbrance amendment or restriction contained refinancing; or (h) in the agreements or instruments referred to in such clause cases of clauses (viii) and (iii); (xi) , customary 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 hereunder 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 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, 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 Term Loan 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 or agreement 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 Schedule 9 (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) or with respect to any Restricted Subsidiary who becomes a Restricted Subsidiary after the Closing Date to the extent such provisions were not entered into in contemplation thereof, (viii) purchase money indebtedness permitted to be incurred under this Term Loan 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 the Borrower or any Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Permitted Indebtedness or Permitted Lien, or any agreement pursuant to which such Permitted Indebtedness or Permitted Lien 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 Guarantor9.3 hereof, 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 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. Borrower 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 of Parent 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 Parent or any Subsidiary of its Restricted SubsidiariesParent, or pay any Indebtedness owed to Borrower Parent or any a Subsidiary of its Restricted SubsidiariesParent, (b) make loans or advances to Borrower Parent or any Subsidiary of its Restricted Subsidiaries Parent or (c) transfer any of its properties or assets to Borrower Parent or any Subsidiary of its Restricted SubsidiariesParent, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; regulatory actions or applicable law, (ii) this Agreement and Agreement, the other Credit Documents, Documents and the ABL 5-Year 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 Parent or any a Subsidiary of its Restricted Subsidiaries; Parent, (viv) customary provisions restricting the assignment or transfer of any licensing agreement, franchise agreement, management contract, joint venture agreement (in which Borrower or any similar types of its Restricted Subsidiaries is the licensee) or other contract agreement entered into by Borrower Parent or any a Subsidiary of its Restricted Subsidiaries Parent in the ordinary course of business; , (v) customary restrictions imposed in connection with any asset sale permitted by this Agreement for the benefit of the purchaser or owner of such asset, (vi) restrictions existing in any document executed in connection with Non-Recourse Indebtedness permitted under Section 8.04(x) so long as such restrictions only apply to the property serving as security for such Non-Recourse Indebtedness, (vii) customary restrictions on the transfer of assets used to secure Indebtedness permitted to be incurred (and so long as the Liens are permitted to exist) by this Agreement, (viii) restrictions set forth in any asset pending Indebtedness of Showboat and its Subsidiaries as such restrictions are in effect on the close of the sale of such asset; Showboat Merger Effective Date and (viiix) any agreement or instrument governing Indebtedness assumed restrictions imposed 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 new gaming Subsidiaries of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is Company which are 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 FacilityMaterial Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. Borrower No -------------------------------------------------- Credit Agreement Party 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 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 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 Subsidiary of its Restricted Subsidiaries; Holdings, (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 Holdings or any Subsidiary of its Restricted Subsidiaries Holdings in the ordinary course of business; , (v) restrictions existing in the Senior Subordinated Note Documents as in effect on the Initial Borrowing Date, (vi) restrictions existing in the Junior Subordinated Note Documents as in effect on the transfer of any asset pending the close of the sale of such asset; Initial Borrowing Date, (vii) any agreement or instrument governing Indebtedness assumed restrictions existing in connection with a Permitted Acquisitionthe Replacement Junior Subordinated Note Documents approved by the Syndication Agent and the Administrative Agent pursuant to Section 9.04(xiii), 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 existing in the ordinary course of business; Wakefern Documents as in effect on the Initial Borrowing Date, (ix) any agreement or instrument relating to Indebtedness of a Foreign restrictions on the ▇▇▇▇▇▇ Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary ▇▇▇▇▇▇ 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 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 thereofSections 9.01(iii), (ivi) 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 Facilityvii).

Limitation on Certain Restrictions on Subsidiaries. Borrower will not, and Holdings 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 on the Funding Date and set forth on Schedule 8.12 and such other 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 agreement evidencing 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) aboveJunior Debt; provided that the provisions relating to such encumbrance or restriction contained encumbrances and restrictions 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 evidencing Permitted Junior Debt are on customary and market terms for similar financings and in any event are no more onerous to Holdings and its Subsidiaries than those encumbrances and restrictions contained in this Agreement and the other Loan 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 Lenders with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis basis, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee), Oil and without a requirement that such holders Gas Contracts or other contract entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset pending the close of the sale of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and asset, (xvivii) restrictions and conditions under on the terms transfer of the documentation governing any Qualified Securitization Transaction or asset subject to a Receivables Facility that, in each case, Lien permitted by Section 10.048.01(c), are necessary or advisable(f), (g), (p) and (w), (viii) customary provisions restricting assignment of any agreement entered into in the good faith determination ordinary course of Borrower or business, and (ix) any agreement in effect at the applicable Restricted time a Person becomes a Subsidiary, to effect so long as such Qualified Securitization Transaction or agreement was not entered into in contemplation of such Receivables FacilityPerson becoming a Subsidiary.

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 hereto 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. Borrower Parent and the Company will not, and will not permit any of the Restricted Company’s 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 profits, in each case owned by Borrower the Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower the Company or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower the Company or any of its Restricted Subsidiaries that are Borrowers or (c) transfer any of its properties or assets to Borrower the Company or any of its Restricted SubsidiariesSubsidiaries that are Borrowers, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; any agreement in effect on the Effective Date and described on Schedule 10.08, (ii) applicable law, (iii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other definitive documentation entered into Credit Documents), (iv) the Priming Term Loan Agreement and the other Priming Term Loan Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in connection with any of material respect than those contained in the foregoing; (iii) any Refinancing Note/Priming Term Loan Agreement and the other Priming Term Loan Documents; ), (ivv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower the Company or any of its Restricted Subsidiaries; , (vvi) [reserved], (vii) customary provisions restricting assignment assignment, sublicensing or subletting of any licensing or leasing agreement (in which Borrower the Company or any of its Restricted Subsidiaries is the licensee) licensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Borrower Parent, the Company or any of its Restricted Subsidiaries in the ordinary course of business; , (viviii) restrictions on the transfer of any asset or Subsidiary or the conduct of business related thereto pending the close of the sale of such asset; (vii) any agreement asset or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionSubsidiary, 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; S▇▇▇▇▇▇▇ ▇▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (x); (x) any agreement or instrument in effect at the time any entity becomes a Subsidiary of the Company or any assets are acquired by a Credit Party, 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 and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the acquisition of such Subsidiary or assets by a Credit Party; (xi) restrictions applicable to any joint venture that is a Subsidiary, (xii) customary restrictions on the transfer of joint venture interests, (xiii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of the documentation governing any Indebtedness of a Restricted such Foreign Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by to be incurred pursuant to 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 customary net worth provisions contained in real property leases entered into by the Company and the Subsidiaries in the ordinary course of business, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and Subsidiaries to meet their ongoing obligations, (xv) any restrictions regarding licenses or after sublicenses by the execution Company and delivery thereofthe Subsidiaries of intellectual property rights in the ordinary course of business (in which case such restrictions shall relate only to such intellectual property rights); and (xvi) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; through (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 ); provided, that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements 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 the Company, no more restrictive with respect to such encumbrance or restriction than those contained in the applicable Restricted Subsidiaryencumbrance or restriction prior to such amendment, to effect such Qualified Securitization Transaction modification, restatement, renewal, increase, supplement, refunding, replacement or such Receivables Facilityrefinancing.

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 Capital Stock or pay any Indebtedness or other interest or participation in its profits owned by Borrower Obligation owed to Company or any of its Restricted other Subsidiaries, (ii) make any loans or pay any Indebtedness owed advances to Borrower Company or any of its Restricted other Material Subsidiaries, (b) make loans or advances to Borrower or any of its Restricted 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 Agreement2006 Senior Notes, the Unsecured Notes Indenture2008 Subordinated Notes, the Secured Notes Indenture and the other definitive documentation entered into in connection 2012 Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization or an agreement in effect at or entered into on the Effective Date and reflected on Schedule 8.14(a) hereto; (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 on or prior to the date on which such Subsidiary became a Subsidiary of Company or was acquired by Company (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 Company) and outstanding on such date; (ivc) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any lease leases governing any leasehold interest interests of Borrower Company 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; (viid) 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 (viiie) encumbrances or restrictions on cash in the case of clause (iii) above, 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 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, (ii) this Agreement and Agreement, (iii) the other Credit Documents, (iv) the ABL Credit AgreementExisting Senior Subordinated Note Documents (but only until the 45th day following the Initial Borrowing Date), (v) after the issuance of Permitted Subordinated Debt, the Unsecured Notes Indenturerelated Permitted Subordinated Debt Documents, the Secured Notes Indenture provided that such encumbrances and the other restrictions are reflective of similar encumbrances and restrictions contained in definitive documentation entered into governing securities similar to Permitted Subordinated Debt and are not (taken as a whole) materially more restrictive on the Borrower (or less favorable to the Lenders) than those encumbrances and restrictions contained in connection with any of the foregoing; Existing Senior Subordinated Note Documents, (iii) any Refinancing Note/Loan Documents; (ivvi) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; , (vvii) 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; , (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; 10.01(iii), (xiivi), (vii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantoror (xv), which Indebtedness is permitted by Section 10.04; (xiiix) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements applicable to that restrict the transfer of ownership interests in, or assets of, a partnership, limited liability company or joint ventures venture that is a non-Wholly Owned Subsidiary of the Borrower that has been acquired or created in accordance with Section 10.16 and (xi) restrictions on the transfer of assets of any such partnership, limited liability company or joint venture described in preceding clause (x) contained in any agreement evidencing or securing Indebtedness of any such partnership, limited liability company or joint venture so long as such Indebtedness is otherwise 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. (a) 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, except as set forth on Schedule X, 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 or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, 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) any Refinancing Note/Loan Documents; the provisions contained in the Existing Indebtedness, (iv) restrictions existing under Permitted Debt hereafter incurred or issued in accordance with the relevant definitions contained herein, (v) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any of its Restricted Subsidiaries; , (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) restrictions imposed by any agreement or instrument governing Indebtedness assumed in connection with holder of 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 Lien on the transfer transferability of any asset subject to a Lien permitted by Section 10.01; such Permitted Lien, (xiiviii) restrictions on the Receivables Subsidiary, 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 Receivables Facility Assets, set forth in the Receivables Documents and (ix) any Subsidiary which is the Obligations under issuer of Permitted Acquired Debt or Permitted Acquired Subsidiary Preferred Stock may be subject to the Credit Documents on restrictions contained therein (so long as same were not made worse, from the perspective of the Borrower, than the restrictions as in effect immediately prior to the acquisition of the respective Subsidiary pursuant to 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; andPermitted Acquisition). (xvib) restrictions and conditions under The Borrower will not permit any of its Unrestricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction whatsoever on the terms operations 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 Facilityand/or its Subsidiaries.