Common use of Restrictive Agreements Clause in Contracts

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Except as permitted by this Agreement, each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiary to enter into any agreementSubsidiaries to, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon any of their respective properties contract or revenuesagreement (other than this Agreement and the Security Instruments or, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to an ABS Subsidiary and the Obligations Properties pledged pursuant to an ABS Facility only, the documents evidencing or under governing such ABS Facility) which in any way prohibits or restricts the Loan Documents; provided that granting, conveying, creation or imposition of any Lien on any of its property in favor of the foregoing shall not apply toAdministrative Agent and the Secured Parties as may be required in connection with this Agreement or restricts any of its Restricted Subsidiaries from paying dividends to the Borrower, or which requires the consent of other Persons in connection therewith, except for: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced contract or agreement existing as of the Effective Date and any extensions, renewals or replacements of any contracts or agreements permitted hereunder; provided that such prohibitive terms of such contract or agreement are no more restrictive than the terms reflected in clauses (1) through (4) abovesuch contract or agreement existing as of the Effective Date; (b) customary restrictions and conditions contained in any agreement or instrument relating to property existing on at the Closing Date and any extensiontime of the acquisition thereof in a transaction not prohibited by this Agreement, renewal, amendment, modification or replacement thereof, except so long as such restrictions relate only to the extent any property so acquired and were not added in contemplation of such amendment, modification or replacement expands the scope of any such restriction or conditionacquisition; (c) restrictions and conditions contained in agreements relating any agreement to which any Restricted Subsidiary is a party at the time such Restricted Subsidiary is merged or consolidated with or into, or acquired by, Parent or a Restricted Subsidiary or becomes a Restricted Subsidiary, so long as such restrictions relate only to the sale property of such Restricted Subsidiary and are not created in contemplation thereof; (d) restrictions contained in any agreement effecting a renewal, extension, refinancing or replacement of Indebtedness incurred or issued under an agreement referred to in clauses (b) and (c) above, so long as the applicable restrictions contained in any such renewal, extension, refinancing or replacement agreement are not more restrictive than those set forth in the agreement being renewed, extended, refinanced or replaced; (e) customary provisions restricting subletting or assignment of any leases of Parent or any Restricted Subsidiary or provisions in agreements entered into in the ordinary course of business that restrict the assignment of such agreement; (f) temporary restrictions with respect to any Restricted Subsidiary or any of its property under an agreement that has been entered into for the Disposition of all or substantially all of the outstanding Equity Interests of or assets pending of such sale; Restricted Subsidiary or for the Disposition of such property, provided that such restrictions and conditions apply only to the Subsidiary or assets that Disposition is or are to be sold and such sale is otherwise permitted hereunder; (dg) customary provisions restrictions contained in leasesany agreement governing Indebtedness of any Foreign Subsidiary, licenses which restrictions are not applicable to any Person, or the properties or assets of any Person other than such Foreign Subsidiary and other contracts restricting the assignment thereofits Subsidiaries; (eh) encumbrances or restrictions contained in the Organization Documents of Joint Ventures permitted by Section 9.03 restricting the Disposition or distribution of assets or Property of such Joint Venture, if such encumbrances or restrictions are not applicable to the Property or assets of any other Person; (i) restrictions imposed by any Governmental Authority or under any Governmental Requirement; and (j) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent Sections 9.01 and 9.02 if such restriction applies restrictions apply only to the property or assets securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of the Borrower or any Loan Party Restricted Subsidiary to create, incur, assume incur or suffer to exist permit any Lien upon any of their respective properties its assets or revenuesproperties, whether now owned or hereafter acquired, for or (b) the benefit ability of the Secured Creditors any Restricted Subsidiary to pay dividends or other distributions with respect to its Equity Interests, to make or repay loans or advances to the Obligations Borrower or under any other Restricted Subsidiary, to Guarantee Indebtedness of the Loan DocumentsBorrower or any other Restricted Subsidiary or to transfer any of its property or assets to the Borrower or any Restricted Subsidiary of the Borrower; provided provided, that the foregoing shall not apply to: (a) to prohibitions, restrictions and conditions (i) imposed by (1) Requirements of Law, (2) law or by this Agreement or any other Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (bii) customary restrictions and conditions existing on the Closing Date and any extensionprohibitions, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale; provided that such prohibitions, restrictions and conditions apply only to the Restricted Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (diii) in respect of clause (a) only, imposed by any agreement relating to Indebtedness permitted by this Agreement (A) if, in the case of secured Indebtedness, such prohibitions, restrictions and conditions apply only to the property or assets securing such Indebtedness or (B) such Indebtedness is permitted under Section 7.1(e), 7.1(f), 7.1(k), 7.1(l) or 7.1(m), (iv) in respect of clause (a) only, that are customary provisions in leases, licenses leases and other contracts restricting the assignment thereof; ; and (ev) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth contained in any agreement in effect at any the time any a Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that pursuant to a Permitted Acquisition, so long as such agreement (1) was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary Subsidiary, (2) applies only to such Person and the restriction or condition set forth in such agreement (3) does not apply extend to the Borrower any other Loan Party. Nothing contained in this Section 7.8 shall be deemed to modify or supersede any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions term contained in the Loan Documents or, in the case last paragraph of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary7.2; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith it being understood that such net worth provisions would not reasonably be expected to impair the ability paragraph is an independent obligation of the Borrower and its Subsidiaries is in addition to meet their ongoing obligationsthis Section.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, or the Term ABL Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx6.01(a)(xx), (xxi) or (xxvi) and (56) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (45) above; (b) customary restrictions and conditions existing on the Closing Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Restricted Debt Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 6.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.046.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of the Borrower or any Loan Party Restricted Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its assets (other than any Excluded Assets (as defined in the Collateral Agreement)) to secure the Obligations or revenues, whether now owned (b) the ability of any Restricted Subsidiary to pay dividends or hereafter acquired, for the benefit of the Secured Creditors other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Obligations Borrower or under any other Restricted Subsidiary or to Guarantee the Loan DocumentsObligations; provided that (i) the foregoing shall not apply to: to (aA) restrictions and conditions imposed by (1) Requirements of Law, (2) law or by this Agreement or any other Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (cB) restrictions and conditions contained imposed by the definitive documentation in agreements relating to the sale respect of a Subsidiary (x) any Alternative Incremental Facility Debt or Credit Agreement Refinancing Indebtedness, (y) any assets pending such saleRefinancing Indebtedness in respect thereof or (z) any other Indebtedness permitted by Section 6.01; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes when taken as a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions whole are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or(as reasonably determined by the Borrower in consultation with the Administrative Agent), (C) in the case of Junior Financingany Restricted Subsidiary that is not a wholly-owned Subsidiary, are market terms at the time of issuance restrictions and are conditions imposed solely on by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any Equity Interests of such amendmentRestricted Subsidiary, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (kD) customary restrictions and conditions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only relating to the sale of a Restricted Subsidiary or any assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, in each case pending such sale; provided that such restrictions and conditions apply only to such Restricted Subsidiary or the assets that are to be sold and , in each case, such sale is permitted hereunder, and (mE) restrictions and conditions existing on the Effective Date and identified on Schedule 6.09 (or to any extension or renewal of, or any amendment, modification or replacement not expanding the scope of, any such restriction or condition); (ii) clause (a) of the foregoing shall not apply to (A) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.01 if such restrictions and conditions apply only to the assets securing such Indebtedness and (B) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as and other agreements restricting the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability assignment thereof; and (iii) clause (b) of the Borrower foregoing shall not apply to restrictions and its Subsidiaries conditions imposed by any agreement relating to meet their ongoing obligationsIndebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and otherwise permitted by Section 6.01 if such restrictions and conditions apply only to such Restricted Subsidiary.

Restrictive Agreements. The Neither Holdings nor the Parent Borrower will, nor will not, and will not they permit any Restricted Subsidiary or Intermediate Parent to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of Holdings, any Intermediate Parent, the Parent Borrower or any other Subsidiary Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of assets to secure the Secured Creditors Obligations or (b) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to the Obligations any of its Equity Interests or under the Loan Documentsto make or repay loans or advances to any Restricted Subsidiary or to Guarantee Indebtedness of any Restricted Subsidiary; provided that the foregoing clauses (a) and (b) shall not apply to: to any such restrictions that (ai) restrictions and conditions imposed by (1x) Requirements of Law, (2) any Loan Document, exist on the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) date hereof and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent not otherwise permitted by this Section 6.10) are listed on Schedule 6.10 and (y) any renewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such amendment, modification restriction so long as such renewal or replacement expands extension does not expand the scope of any such restriction or condition; restrictions, (cii) restrictions and conditions contained in agreements relating to (x) are binding on a Restricted Subsidiary at the sale of a time such Restricted Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person first becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition); provided that such agreement was restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and the (y) any renewal or extension of a restriction permitted by clause (ii)(x) or condition set forth in any agreement evidencing such agreement restriction so long as such renewal or extension does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands expand the scope of such restrictions, (iii) represent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01, (iv) are customary restrictions that arise in connection with any Disposition permitted by Section 6.05 applicable pending such restriction or condition; Disposition solely to the assets subject to such Disposition, (jv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by Section 7.04; or securing such Indebtedness (kand excluding in any event any Indebtedness constituting any Junior Financing), (vii) are imposed by Requirements of Law, (viii) are customary restrictions contained in leases, subleases, licenses, sublicenses licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; , (lix) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.01(a)(v) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (x) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the Parent Borrower or any Restricted Subsidiary; and , (mxi) are customary provisions restricting assignment of any license, lease or other agreement, (xii) are restrictions on cash (or Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments or deposits) or (xiii) are customary net worth provisions contained in real property leases or licenses of Intellectual Property entered into by Subsidiariesthe Parent Borrower or any Restricted Subsidiary, so long as the Parent Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Parent Borrower and its Subsidiaries subsidiaries to meet their ongoing obligationsobligation.

Restrictive Agreements. The Borrower will not, and will not permit (I) Enter into or assume any Restricted Subsidiary to enter into any agreement, instrument, deed written agreement prohibiting the creation or lease that prohibits or limits the ability assumption of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective the properties or revenuesassets of the Loan Parties to secure the Obligations, whether now owned or hereafter acquired, for acquired or (II) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the benefit ability of the Secured Creditors with respect any Restricted Subsidiary to: (i) pay or make Restricted Distributions to the Obligations Company or under any Restricted Subsidiary; (ii) pay any Debt owed to the Loan DocumentsCompany or any Restricted Subsidiary; provided that (iii) make loans or advances to the foregoing shall not apply toCompany or any Restricted Subsidiary; or (iv) transfer any of its property or assets to the Company or any Restricted Subsidiary, except for: (a) Liens or restrictions set forth in the Loan Documents and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation other agreements governing Permitted Term Debt, (4) any documentation governing Indebtedness Debt incurred pursuant to under Section 7.01(a)(xx6.01(c), (xxi) or (xxvi6.01(g) and 6.01(h) (5) any documentation governing any Permitted Refinancing incurred but only to refinance any the extent such Indebtedness referenced in clauses (1) through (4) aboverestrictions relate to the Property financed by such Debt); (b) customary contractual encumbrances or restrictions and conditions existing in effect on the Closing Date and any extensionEffective Date, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope including in respect of any such restriction or conditionSwap Agreements; (c) restrictions and conditions contained in contracts or agreements relating to for the sale Disposition of a Subsidiary any assets, or all of the Equity Interests, of any assets pending such sale; provided that such restrictions and conditions apply Subsidiary, but only to the Subsidiary or extent such restrictions relate to the assets that is or are and Equity Interests (and assets of the applicable Subsidiary) to be sold and such sale is permitted hereundersold; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope requiring minimum reserves of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits or minimum net worth requirements imposed by agreements customers under contracts entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances)business; (ie) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (f) negative pledges and restrictions set forth on Schedule 7.09 and Liens in favor of any extension, renewal, amendment, modification or replacement thereof, except holder of Debt permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by or the subject of such amendment, modification Debt or replacement expands the scope of any securing such restriction or conditionDebt; (jg) customary restrictions and conditions contained in the document relating to any Lien, so long as (i) such Lien is permitted under Section 6.02 and such restrictions or conditions relate only to the specific assets subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.04; (h) customary provisions in joint venture agreements and other similar agreements applicable entered into in the ordinary course of business and related to such joint ventures permitted by Section 7.04ventures; (ki) customary restrictions provisions contained in leases, subleases, licenses, sublicenses or asset sale and other similar agreements otherwise permitted hereby so long as such restrictions relate only entered into in the ordinary course of business and related to the assets subject theretoto such agreements; (j) with respect to the restrictions in clause (II) above, any restrictions imposed by any agreement relating to Debt incurred pursuant to Section 6.01 entered into after the Effective Date if such restrictions are not materially more restrictive, taken as a whole, in the good faith judgment of the Company, than (A) the restrictions contained in the Loan Documents or (B) in the case of Debt incurred in connection with a Permitted Refinancing, the restrictions that are in effect on the Effective Date pursuant to such Debt to be Refinanced; (k) with respect to the restrictions in clause (I) above, and restrictions imposed by any Permitted Additional Secured Indebtedness Document if such restrictions are not materially more restrictive, taken as a whole, in the good faith judgment of the Company, than the restrictions contained in the Loan Documents; or (l) customary provisions restricting subletting any encumbrances or assignment restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any lease governing a leasehold interest the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower or Representative, no more restrictive in any Restricted Subsidiary; and (m) customary net worth provisions material respect with respect to such dividend and other payment restrictions than those contained in real property leases entered into by Subsidiariesthe dividend or other payment restrictions prior to such amendment, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsmodification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist (or permit any Restricted Subsidiary to enter into into, incur or permit to exist) any agreementagreement or other arrangement that, instrumentdirectly or indirectly, deed prohibits, restricts or lease that prohibits or limits imposes any condition upon (a) the ability of the Borrower or any Loan Party Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets, whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Creditors any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Obligations Borrower or under any other Subsidiary or to guarantee Debt of the Loan DocumentsBorrower or any other Subsidiary; provided that (i) the foregoing shall not apply to: (a) to restrictions and conditions imposed by (1) Requirements of Lawlaw or regulation or by this Agreement, (2ii) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant foregoing shall not apply to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions contained in agreements existing on the Closing Date date hereof identified on Schedule 5.03(m) and any extension, renewal, amendment, modification modification, supplement or replacement thereof, except to the extent of any such agreements, so long as such extension, renewal, amendment, modification modification, supplement or replacement expands does not expand in any material respect the scope of any restriction or condition contemplated by this Section 5.03(m) contained therein, (iii) the foregoing shall not apply to restrictions and conditions contained in any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such restriction or condition; condition applies only to such Subsidiary (cand, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, as such agreement may be extended, renewed, amended, modified, supplemented or replaced, so long as such extension, renewal, amendment, modification, supplement or replacement does not expand in any material respect the scope of any restriction or condition contemplated by this Section 5.03(m) contained therein, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (dv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does foregoing shall not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the customary restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance joint venture agreements and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by similar agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 relating to such joint venture and any extensionEquity Interests issued by such joint venture, renewal, amendment, modification or replacement thereof, except (vi) the foregoing shall not apply to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions and conditions restricting subletting or assignment of any lease governing a leasehold interest agreement entered into in the ordinary course of business, (vii) the Borrower or any Restricted Subsidiary; and (m) foregoing shall not apply to customary net worth provisions contained in real property leases entered into by the Borrower or any of its Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and or any of its Subsidiaries to meet their ongoing obligations, (viii) the foregoing shall not apply to restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (ix) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Debt permitted by this Agreement to the extent such restrictions or conditions are customary in agreements governing Debt of such type and in any event so long as such agreement is not materially more restrictive (taken as a whole) than the Credit Documents (as determined by the Borrower in good faith), (x) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any extension, refunding, modification, replacement, renewal or refinancing of Debt permitted by this Agreement to the extent such restrictions or conditions are not materially more restrictive (taken as a whole) than the Debt being extended, refunded, modified, replaced, renewed or refinanced, as applicable (as determined by the Borrower in good faith), (xi) the foregoing shall not apply to restrictions or conditions on assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions and conditions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (xii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (xiii) clause (a) of the foregoing shall not apply to customary restrictions and conditions contained in the document relating to any Lien other than relating to Debt, so long as (A) such Lien is a Lien permitted by Section 5.03(a) and such restrictions or conditions relate only to the specific asset subject to such Lien and (B) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 5.03(m), and (xiv) the foregoing shall not apply to restrictions or conditions imposed by the Holdco Credit Agreement as of the Effective Date or as refinanced or replaced, in each case so long as such restrictions and conditions in the Holdco Credit Agreement as refinanced or replaced are not materially more restrictive (taken as a whole) on the Borrower and its Subsidiaries than those in the Holdco Credit Agreement as in effect on the Effective Date.

Restrictive Agreements. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of Holdings, the Borrower or any other Subsidiary Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of assets to secure the Secured Creditors Obligations or (b) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to the Obligations any of its Equity Interests or under the Loan Documentsto make or repay loans or advances to any Restricted Subsidiary or to Guarantee Indebtedness of any Restricted Subsidiary; provided that the foregoing clauses (a) and (b) shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses restrictions that (1i)(x) through (4) above; (b) customary restrictions and conditions existing exist on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except (to the extent not otherwise permitted by this Section 6.10) are listed on Schedule 6.10 or in the indenture governing the Second Lien Notes and (y) any renewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such amendment, modification restriction so long as such renewal or replacement expands extension does not expand the scope of any such restriction or condition; restrictions, (cii)(x) restrictions and conditions contained in agreements relating to are binding on a Restricted Subsidiary at the sale of a time such Restricted Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person first becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition); provided that such agreement was restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and the (y) any renewal or extension of a restriction permitted by clause (ii)(x) or condition set forth in any agreement evidencing such agreement restriction so long as such renewal or extension does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands expand the scope of such restrictions, (iii) represent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01, (iv) are customary restrictions that arise in connection with any Disposition permitted by Section 6.05 applicable pending such restriction or condition; Disposition solely to the assets subject to such Disposition, (jv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by Section 7.04; or securing such Indebtedness (kand excluding in any event any Indebtedness constituting any Junior Financing or the Second Lien Notes), (vii) are imposed by Requirements of Law, (viii) are customary restrictions contained in leases, subleases, licenses, sublicenses licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; , (lix) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.01(a)(v) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (x) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary; and , (mxi) are customary provisions restricting assignment of any license, lease or other agreement, (xii) are restrictions on cash (or Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments or deposits) or (xiii) are customary net worth provisions contained in real property leases or licenses of intellectual property entered into by Subsidiariesthe Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsobligations under the Loan Documents.

Restrictive Agreements. (a) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, enter into, or permit to enter into exist, any agreement, instrument, deed Contractual Obligation (including Organization Documents) that encumbers or lease that prohibits or limits restricts in any material respect the ability of any such Person to (i) in the case of any Restricted Subsidiary, pay dividends or make any other distributions to any Loan Party to create, incur, assume on its Equity Interests or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its properties or assets to any Loan Party, or (v) in the Obligations or under case of any Domestic Subsidiary, act as a Guarantor pursuant to the Loan Documents; provided that Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the foregoing shall not apply to: matters referred to in clauses (ai)-(v) above) for such encumbrances or restrictions existing under or by reason of (A) this Agreement and conditions imposed by the other Loan Documents or the Existing Credit Agreement and the loan documents related thereto, (1B) Requirements of applicable Law, (2C) any Loan Document, the Term Loan Documents, the Secured Notes document or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation instrument governing Indebtedness incurred pursuant to Section 7.01(a)(xx8.01(d); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (D) Indebtedness of a Subsidiary which is not a Loan Party which is permitted by Section 8.01, so long as the Borrower has determined that such restrictions do not materially impair the ability of the Loan Parties (taken as a whole) to perform their obligations under this Agreement, (E) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (bF) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (eG) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent if such restrictions or conditions are no more restrictive apply only to the assets securing such Indebtedness, (H) customary provisions in leases and other contracts restricting the assignment thereof, (I) customary restrictions contained in documents executed in connection with any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Permitted Receivables Financing, are market terms at (J) any Lien permitted hereunder or any document or instrument governing any such Lien; provided that any such restriction contained therein relates only to the time asset or assets subject to such Lien, (K) any indenture agreement, instrument or other arrangement relating to the assets or business of issuance and are imposed solely on such any Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except existing prior to the extent any consummation of the Permitted Acquisition in which such amendment, modification or replacement expands the scope of any such restriction or condition; Subsidiary was acquired; (jL) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 7.04; 8.04 and applicable solely to such joint venture and/or Equity Interests therein, (kM) customary restrictions contained in leasessubordination provisions relating to intercompany Indebtedness, subleases(N) any agreements existing on the Closing Date and set forth on Schedule 8.09, licenses(O) restrictions in the indenture governing the Senior Notes as in effect on the Closing Date or contained in any agreements governing other Indebtedness issued following the Closing Date so long as not materially more restrictive (as determined in good faith by the Borrower) than the terms applicable under the indenture governing the Senior Notes as in effect on the Closing Date, sublicenses or asset sale agreements otherwise permitted hereby (P) restrictions applicable to any Person at the time such Person becomes a Subsidiary so long as such restriction applies to such Person and its Subsidiaries and was not entered into in contemplation of such Person becoming a Subsidiary, (Q) restrictions entered into during a Collateral and Guarantee Suspension Period; (R) restrictions in the Existing Credit Agreement; (S) replacements, renewals, amendments and refinancings of any agreements described above so long as such replacement, renewals, amendments and refinancings are not materially more restrictive than the terms of the agreement being replaced, renewed, amended or refinanced; and (T) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Borrower, such conditions would not have a material adverse effect on the ability of any Loan Party to satisfy its Obligations hereunder. (b) The Borrower will not, nor will it permit any Guarantor to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets to secure the Obligations pursuant to the Loan Documents, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for the Obligations except (i) pursuant to this Agreement and the other Loan Documents or the Existing Credit Agreement and the loan documents related thereto, (ii) pursuant to applicable Law, (iii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.01(d); provided that in the case of Section 8.01(d) any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith (and any accessions, products or proceeds thereof), (iv) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder, (v) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the assets securing such Indebtedness, (vi) customary provisions in leases and other contracts restricting the assignment thereof, (vii) pursuant to the documents executed in connection with any Permitted Receivables Financing (but only to the extent that the related prohibitions against other encumbrances pertain to the applicable Transferred Assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such Permitted Receivables Financing), (viii) restrictions in any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (ix) software and other Intellectual Property licenses pursuant to which the Borrower or Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject thereto; of the applicable license), (lx) customary provisions restricting subletting in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.04 and applicable solely to such joint venture and/or Equity Interests therein, (xi) any agreements existing on the Closing Date and set forth on Schedule 8.09, (xii) restrictions in the indenture governing the Senior Notes as in effect on the Closing Date or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, any agreements governing other Indebtedness issued following the Closing Date so long as the Borrower has not materially more restrictive (as determined in good faith by the Borrower) than the terms applicable under the indenture governing the Senior Notes as in effect on the Closing Date, (xiii) restrictions entered into during any Collateral and Guarantee Suspension Period, (xiv) pursuant to the Existing Credit Agreement; (xv) replacements, renewals, amendments and refinancings of any agreements described above so long as such replacement, renewals, amendments and refinancings are not materially more restrictive than the terms of the agreement being replaced, renewed, amended or refinanced, and (xvi) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Borrower, such net worth provisions conditions would not reasonably be expected to impair have a material adverse effect on the ability of the Borrower and any Loan Party to satisfy its Subsidiaries to meet their ongoing obligationsObligations hereunder.

Restrictive Agreements. The Borrower It will not, and will not permit any Restricted Subsidiary to of its Subsidiaries to, directly or indirectly, enter into any agreementinto, instrument, deed incur or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply to: Restrictive Agreement other than (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, Law or by the Term Loan Documents, the Secured Notes or the Unsecured Notes (3b) Restrictive Agreements listed on Schedule 7.15, (c) any documentation governing Permitted Term Debtstockholder agreement, investor rights agreement, charter, bylaws or other Organizational Documents of an Obligor as in effect on the date hereof, (4d) limitations associated with Permitted Liens or with any documentation governing Indebtedness incurred pursuant to transaction permitted under Section 7.01(a)(xx9.01, 9.03, 9.05, 9.06 or 9.09, (e) restrictions on cash (or Permitted Cash Equivalent Investments) or other deposits imposed by agreements entered into with customers in the Ordinary Course of Business (or other restrictions on cash or deposits constituting Permitted Liens), (xxif) customary provisions in leases and other agreements restricting the assignment thereof, (g) any restrictions and conditions imposed by any agreement relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary (and any extension, renewal, amendment, modification or replacement thereof, expect to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition), (xxvih) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of such Subsidiary, (i) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by Section 9.01(g) if such restrictions and conditions apply only to the assets securing such Indebtedness and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (bj) customary restrictions and conditions existing on the Closing Date (and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets of the Borrower or any Subsidiary, in each case pending such sale; provided that such restrictions and conditions apply only to the such Subsidiary or the assets that is or are to be sold and sole and, in each case, such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon the ability of any Loan Party Subsidiary that is not a Guarantor to create, incur, assume pay dividends or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors other distributions with respect to the Obligations or under the Loan Documentsholders of its Equity Interests; provided that the foregoing shall not apply to: to (ai) prohibitions, restrictions and conditions imposed by (1) Requirements of Lawlaw or by this Agreement, (2ii) any Loan Documentprohibitions, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing arising in connection with any Disposition permitted by Section 6.11 with respect to the Property subject to such Disposition, (iii) agreements or arrangements binding on a Subsidiary at the Closing Date and time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendmentamendment or modification is not materially more restrictive (in the good faith determination of the Borrower) than such agreement or arrangement, modification or replacement thereof(iv) prohibitions, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained set forth in agreements relating to the sale Indebtedness of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale not a Loan Party which is permitted hereunder; by this Agreement, (dv) agreements or arrangements that are customary provisions in leases, licenses joint venture agreements and other contracts restricting the assignment thereof; similar agreements or arrangements applicable to joint ventures, (evi) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent if such restriction applies prohibitions, restrictions or conditions apply only to the property securing Subsidiaries incurring or Guaranteeing such Indebtedness; , (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (jvii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby permits so long as such prohibitions, restrictions or conditions relate only to the assets property subject thereto; , (lviii) customary provisions in leases restricting the assignment or subletting thereof, (ix) customary provisions restricting subletting assignment or assignment transfer of any lease governing contract entered into in the ordinary course of business or otherwise permitted hereunder, (x) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, and (xi) prohibitions, restrictions or conditions imposed by a leasehold interest Lien permitted by Section 6.02 with respect to the transfer of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsProperty subject thereto.

Restrictive Agreements. The Borrower will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (i) the ability of the Borrower or any Loan Party Guarantor to create, incur, assume or suffer to exist any Lien upon any Liens on property of their respective properties or revenues, whether now owned or hereafter acquired, such Person for the benefit of the Secured Creditors Parties with respect to the Obligations or under the Loan DocumentsDocuments or (ii) the ability of any Restricted Subsidiary of the Borrower that is not a Guarantor to pay dividends or other Distributions with respect to any of its Stock; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1A) Requirements of Law, (2B) any Loan Document, the Term Loan Documents(C) with respect to clause (ii) above, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness Debt incurred pursuant to Section 7.01(a)(xx8.12(q), (xxiD) or with respect to clause (xxviii) above, any documentation related to any Permitted Debt, and (5E) with respect to clause (ii) above, any documentation governing any Permitted Refinancing Debt incurred to refinance Refinance any such Indebtedness Debt referenced in clauses (1B) through (4D) above; (b) customary restrictions and conditions existing on the Closing Date and or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such saleDisposition; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold Disposed and such sale Disposition is permitted hereunder; (d) customary provisions restrictions in leases, licenses subleases, licenses, sublicenses and other contracts restricting so long as such restrictions relate solely to the assignment thereofassets subject thereto; (e) restrictions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement to the extent such restriction applies only to the specific property securing such IndebtednessDebt and not all assets; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 Permitted Debt that is incurred or assumed by Restricted Subsidiaries a Subsidiary that are is not Loan Parties a Guarantor to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior FinancingSubordinated Debt, are market terms at the time of issuance and or, in the case of any such Debt of any such Person, are imposed solely on such Restricted Subsidiary non-Guarantor and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) cash, Cash Equivalents or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash such cash, Cash Equivalents or deposits constituting Permitted EncumbrancesLiens permitted hereunder); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments and applicable solely to such joint venture and entered into in the ordinary course of business; (j) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under clauses (c), (p) and (q) of Section 8.12, but solely to the extent any negative pledge relates to the property financed by Section 7.04or the subject of such Debt; (k) customary restrictions contained provisions restricting assignment, transfer or sub-letting of any agreement entered into in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject theretoordinary course of business; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property Real Estate leases entered into by SubsidiariesSubsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsobligation; (m) provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by the Borrower and its Restricted Subsidiaries of such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property); (n) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; and (o) restrictions and conditions imposed by any extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement of the contracts, instruments or obligations referred to in clauses (a) through (n) above; provided that such extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement is, in the good faith judgment of the Borrower, not materially more restrictive with respect to such restriction or condition taken as a whole than those prior to such extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term ABL Loan Documents, the Secured Notes or the Unsecured Notes Notes, (3) any documentation governing Permitted Term Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx6.01(a)(xx), (xxi) or (xxvi) and (56) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (45) above; (b) customary restrictions and conditions existing on the Closing Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 6.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.046.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and will not permit Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (i) of any Restricted Subsidiary to enter into make Restricted Payments to the Borrower or any agreementGuarantor or to otherwise transfer property to the Borrower or any Guarantor, instrument(ii) of the Parent Guarantor or any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower hereunder or (iii) of the Parent Guarantor, deed the Borrower or lease that prohibits or limits the ability of any Loan Party Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided that, clauses (i) and (iii) shall not prohibit any Lien upon negative pledge or similar provision, or restriction on transfer of property, incurred or provided in favor of any holder of their respective properties Indebtedness permitted under Section 6.03(e) solely to the extent any such negative pledge relates to the property financed by or revenuesthe subject of such Indebtedness or any other property securing any other Indebtedness permitted under Section 6.03(e). Notwithstanding the foregoing, whether now owned this Section 6.09 will not restrict or hereafter acquiredprohibit: (A) to the extent constituting a limitation described in Section 6.09(i), for the benefit of the Secured Creditors restrictions imposed pursuant to an agreement that has been entered into in connection with a transaction permitted pursuant to Section 6.05 with respect to the Obligations or under the Loan Documents; provided property that the foregoing shall not apply to:is subject to that transaction; (aB) (x) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing agreement relating to Indebtedness incurred permitted pursuant to Section 7.01(a)(xx)6.03 (to the extent such restriction is customary in agreements governing Indebtedness of such type and is no more restrictive, (xxi) or (xxvitaken as a whole, to the Parent Guarantor, the Borrower and the Restricted Subsidiaries than the covenants contained in this Agreement) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (by) customary restrictions and conditions existing on contained in the Closing Date document relating to any consensual Lien, so long as (i) such Lien is permitted by Section 6.01 and such restrictions or conditions relate only to the specific asset(s) subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.09; (C) provisions restricting subletting, transfer or assignment of Contractual Obligations (including the granting of any extension, renewal, amendment, modification or replacement thereof, except Lien); (D) [reserved]; (E) to the extent any such amendmentconstituting a limitation described in Section 6.09(i), modification provisions with respect to the disposition or replacement expands distribution of assets or property in joint venture agreements and other similar agreements entered into by the scope Parent Guarantor, the Borrower and the Restricted Subsidiaries in the ordinary course of any such restriction or conditionbusiness; (cF) to the extent constituting a limitation described in Section 6.09(i), restrictions on cash or other deposits or net worth imposed by customers on the Parent Guarantor, the Borrower and the Restricted Subsidiaries under contracts entered into in the ordinary course of business; (G) to the extent constituting a limitation described in Section 6.09(i), encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent Guarantor, the Borrower or any Restricted Subsidiary in any manner material to the Parent Guarantor, the Borrower or any Restricted Subsidiary; (H) to the extent constituting a limitation described in Section 6.09(i), encumbrances or restrictions existing under, by reason of or with respect to customary provisions contained in leases or non-exclusive licenses of IP Rights and other agreements, in each case, entered into by the Parent Guarantor, the Borrower or any Restricted Subsidiary in the ordinary course of business; or (I) restrictions and conditions contained in agreements relating to were binding on a Restricted Subsidiary (other than the sale Targets and their Restricted Subsidiaries as of the Funding Date) or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or any such assets pending were first acquired by such sale; provided that Restricted Subsidiary, so long as such restrictions and conditions apply only to the Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or assets that is or are to be sold and such sale is permitted hereunderbeing acquired; (dJ) customary provisions in leases, licenses and agreements or instruments which prohibit the payment of dividends or the making of other contracts restricting the assignment thereof;distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis; and (eK) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; (f) any restrictions Indebtedness or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsPersons obligated thereon.

Restrictive Agreements. The Borrower Company will not, and nor will not it permit any Restricted Consolidated Subsidiary that is a wholly-owned Material Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary, other than an Excluded Subsidiary, to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon the ability of the Company or any Loan Party Consolidated Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets to secure, whether now owned or hereafter acquiredthe ability of any Consolidated Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary to Guarantee, for the benefit of the Secured Creditors with respect to the Obligations (or the obligations under the Loan Documentsany credit facility that refinances or replaces this Agreement); provided that (a) the foregoing shall not apply to: (a) to restrictions and conditions imposed by (1) Requirements of Lawlaw, (2) any Loan Document, the Term Loan Documents, the Secured Notes Document or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; Non-ABL Indebtedness, (b) customary the foregoing shall not apply to restrictions and conditions existing on the Closing Restatement Effective Date contained in any of the instruments, indentures and other agreements identified on Schedule 5.19 or any extension, renewal, amendmentsupplement, amendment or other modification of any thereof or replacement thereofany additional such instrument, except to the extent indenture or other agreement so long as, in each case, any such amendmentprohibition, modification or replacement expands the scope of any such restriction or condition; condition contained therein is not, taken as a whole, more restrictive in any material respect than the prohibitions, restrictions and conditions contained in the instruments, indentures and other agreements identified on Schedule 5.19 as in effect on the Restatement Effective Date, (c) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; sold, (d) customary provisions in leasesthe foregoing shall not apply to exclusive licenses or exclusivity covenants permitted under the Loan Documents with respect to Intellectual Property, licenses and other contracts restricting the assignment thereof; (e) the foregoing provisions relating to Liens shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; , (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does foregoing provisions relating to Liens shall not apply to customary provisions in leases restricting the Borrower or any Restricted Subsidiary; assignment thereof and (g) restrictions or conditions in any Indebtedness permitted pursuant the foregoing shall not apply to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and Receivables Subsidiaries pursuant to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsSpecified Receivables Facility.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Parent or any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets (other than Unrestricted Margin Stock), whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Creditors any Restricted Subsidiary to pay dividends or other distributions with respect to the Obligations holders of its Equity Interests or under the Loan Documentsto make or repay loans or advances to Parent or any other Restricted Subsidiary or to Guarantee Indebtedness of Parent or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) Law or by any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date date hereof identified on Schedule 7.07 and any extension, renewal, amendment, modification amendments or replacement thereof, except to the extent any such amendment, modification or replacement expands modifications thereof that do not materially expand the scope of any such restriction or conditioncondition taken as a whole; (c) restrictions and conditions imposed by agreements of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and any amendments or modifications thereof that do not materially expand the scope of any such restriction or condition taken as a whole, provided that such restrictions and conditions apply only to such Restricted Subsidiary; (d) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary (or assets the Equity Interests thereof) that is or are to be sold and such sale is permitted hereunder; (de) restrictions imposed by any amendment or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (A), (B) or (C) of this Section 7.07, provided that such amendments or refinancings do not materially expand the scope of any such restriction or condition; (f) any restriction arising under or in connection with any agreement or instrument governing Equity Interests of any joint venture (including any JV Subsidiary) that is formed or acquired after the Closing Date; (g) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 7.03 pending the consummation of such Disposition; (h) customary provisions in leases, licenses and other contracts restricting the assignment thereoftransfer or encumbrance of the specific property subject to a Permitted Lien; (ei) restrictions or conditions set forth in any agreement governing Indebtedness permitted by Section 7.01 (including any Permitted External Credit Agreement Refinancing Indebtedness); provided that such restrictions and conditions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable restrictions and conditions set forth in this Agreement as determined in the good faith judgment of the Board of Directors of Parent; (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (k) restrictions on cash or other deposits (including escrowed funds) or net worth imposed under contracts entered into in the ordinary course of business; and (ii) clause (a) of the foregoing shall not apply to (1) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed secured by Restricted Subsidiaries that are not Loan Parties to the extent specific assets if such restrictions or conditions are no more restrictive apply only to the specific assets securing such Indebtedness and (2) customary provisions in any material respect than the restrictions leases, subleases, licenses, sublicenses and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary or Intermediate Parent to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of Holdings, any Intermediate Parent, the Borrower or any other Subsidiary Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of assets to secure the Secured Creditors Obligations or (b) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to the Obligations any of its Equity Interests or under the Loan Documentsto make or repay loans or advances to any Restricted Subsidiary or to Guarantee Indebtedness of any Restricted Subsidiary; provided that the foregoing clauses (a) and (b) shall not apply to: to any such restrictions that (ai)(x) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, exist on the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) date hereof and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent not otherwise permitted by this Section 6.10) are listed on Schedule 6.10 and (y) any renewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such amendment, modification restriction so long as such renewal or replacement expands extension does not expand the scope of any such restriction or condition; restrictions, (cii)(x) restrictions and conditions contained in agreements relating to are binding on a Restricted Subsidiary at the sale of a time such Restricted Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person first becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition); provided that such agreement was restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and the (y) any renewal or extension of a restriction permitted by clause (ii)(x) or condition set forth in any agreement evidencing such agreement restriction so long as such renewal or extension does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands expand the scope of such restrictions, (iii) represent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01, (iv) are customary restrictions that arise in connection with any Disposition permitted by Section 6.05 applicable pending such restriction or condition; Disposition solely to the assets subject to such Disposition, (jv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by Section 7.04; or securing such Indebtedness (kand excluding in any event any Indebtedness constituting any Junior Financing), (vii) are imposed by Requirements of Law, (viii) are customary restrictions contained in leases, subleases, licenses, sublicenses licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; , (lix) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.01(a)(v) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (x) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary; and , (mxi) are customary provisions restricting assignment of any license, lease or other agreement, (xii) are restrictions on cash (or Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments or deposits) or (xiii) are customary net worth provisions contained in real property leases or licenses of intellectual property entered into by Subsidiariesthe Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries subsidiaries to meet their ongoing obligationsobligations under the Loan Documents.

Restrictive Agreements. The Parent Borrower will not, and will not permit any Restricted Subsidiary to of its Subsidiaries to, enter into or incur any agreementagreement or other contractual arrangement to which any of them is party that, instrumentdirectly or indirectly, deed or lease that prohibits or limits materially restricts the ability of any Loan Party Subsidiary (other than any Subsidiary that is not a Material Subsidiary): (a) to create, incur, assume pay cash dividends or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors other cash distributions with respect to any of its Capital Stock; or (b) to make or repay loans or advances to the Parent Borrower or any other Subsidiary; or (c) to incur Guarantee Obligations or under that are required by the terms of the Loan DocumentsDocuments in respect of the Revolving Commitments; provided that the foregoing shall not apply toto any of the following: (ai) restrictions and conditions imposed by (1) Requirements any Requirement of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes Law or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) aboveby this Agreement; (bii) customary restrictions and conditions arising under any agreement or arrangement that exists on the date hereof or that renews, extends, refinances, refunds or replaces any agreement or arrangement existing on the Closing Date and any extensiondate hereof, renewalincluding successive renewals, amendmentextensions, refinancings, refundings or replacements (it being understood that no amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement that materially expands the scope of any such restriction the restrictions, taken as a whole, in the agreement governing the Indebtedness being renewed, extended, refinanced, refunded or conditionreplaced shall be permitted by this clause); (ciii) restrictions arising under any agreement or arrangement providing for, securing, guaranteeing or otherwise supporting additional Indebtedness not contemplated by clause (ii) above of the Parent Borrower or any of its Subsidiaries which in the good faith judgment of the Parent Borrower are either substantially consistent with the restrictions under financing agreements and conditions arrangements in effect on the date hereof or at least as favorable as customary market terms taken as a whole on the date of issuance thereof for issuers with a similar credit rating; (iv) restrictions contained in agreements or arrangements relating to the sale or other Disposition of a Subsidiary (or any assets of its assets) pending such sale; Disposition, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale disposition is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hv) restrictions on cash (or Permitted Investments) or other deposits imposed by customers under agreements entered into in the ordinary course of business business; (or other vi) customary restrictions on cash or deposits constituting Permitted Encumbrancesin connection with securitizations of accounts receivable in an aggregate amount as to all such programs of up to US$350,000,000 at any one time outstanding (calculated by reference to the maximum financing amount available for any Special Purpose Subsidiary under each such program); (ivii) restrictions set forth relating to a Person that after the date hereof becomes, or is merged or consolidated with, a Subsidiary of the Parent Borrower (or relating to any property or assets acquired by the Parent Borrower or any of its Subsidiaries after the date hereof), if such restrictions were in effect on Schedule 7.09 the date of such transaction and were not incurred in contemplation of such transaction and any extension, renewal, amendment, modification or replacement thereof, except to the extent any renewals and extensions thereof (it being understood that such amendment, modification or replacement expands renewals and extensions do not materially expand the scope of any such restriction or conditionthe restrictions); (jviii) customary provisions restrictions in agreements among the Parent Borrower and its Subsidiaries that may be waived by the Parent Borrower or any of its Subsidiaries without the consent of any other Person; (ix) restrictions by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent Borrower or any of its Subsidiaries or any of their businesses; and (x) restrictions contained in joint venture agreements, partnership agreements and other similar agreements with respect to a joint ownership arrangement restricting the disposition or distribution of assets or property of, or the activities of, such joint venture, partnership or other joint ownership entity, or any of such Person’s subsidiaries, if such restrictions are not applicable to joint ventures the property or assets of any other Person. Nothing contained in this Section 7.5 shall prevent the Parent Borrower or any of its Subsidiaries from creating, incurring, assuming or suffering to exist any Permitted Encumbrances or any other Liens otherwise permitted by Section 7.04; (k) customary restrictions contained in leases7.2, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the restricting dispositions of property or assets subject thereto; (l) customary provisions restricting subletting to any such Lien or assignment transfers of any lease governing a leasehold interest of the Borrower property or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsassets other than cash.

Restrictive Agreements. The Neither Holdings nor the Borrower will notshall, and will not nor shall they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrumentrestricts or imposes any condition upon: (a) the ability of Holdings, deed the Borrower or lease that prohibits any Restricted Subsidiary to create, incur or limits permit to exist any Lien on any Collateral or (b) the ability of any Loan Party Restricted Subsidiary to create, incur, assume pay dividends or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors other distributions with respect to any of its Equity Interests or to make or repay loans or advances to Holdings, the Obligations Borrower or under any other Restricted Subsidiary or to Guarantee Indebtedness of Holdings, the Loan DocumentsBorrower or any other Restricted Subsidiary; provided that that: (i) the foregoing shall not apply to: (aA) restrictions and conditions imposed by (1) Requirements of Law, (2) law or by this Agreement or any other Loan Document, , (B) restrictions and conditions imposed by the Term Loan Documents, Senior Unsecured Debt Documents that are customary for financing arrangements of that type or any agreement or document evidencing Refinancing Indebtedness in respect of the Secured Notes or Senior Unsecured Debt Documents permitted under clause (ii) of Section 6.01(a); provided that the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) restrictions and (5) any documentation governing any Permitted Refinancing incurred to refinance conditions contained in any such Indebtedness referenced agreement or document, taken as a whole, are not less favorable in clauses any material respect to the Lenders than the restrictions and conditions imposed by the Senior Unsecured Debt Documents (1except for covenants or other provisions to the extent applicable to periods after the Maturity Date), (C) through (4) abovein the case of any Person that is not a wholly owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to such Person and to the Equity Interests of such Person; (bD) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets of Holdings, the Borrower or any Restricted Subsidiary, in each case pending such sale; provided that such restrictions and conditions apply only to the such Restricted Subsidiary or the assets that is or are to be sold and and, in each case, such sale is permitted hereunder, (E) any encumbrance or restriction under other Indebtedness of Holdings, the Borrower and any Restricted Subsidiaries permitted to be incurred pursuant to Section 6.01, provided that such encumbrances or restrictions will not materially affect the Borrower’s ability to make anticipated principal and interest payments hereunder, and (F) restrictions and conditions existing on the date hereof and identified on Schedule 6.10 (or to any extension or renewal of, or any amendment, modification or replacement not expanding the scope of, any such restriction or condition); (dii) customary provisions in leases, licenses and other contracts restricting clause (a) of the assignment thereof;foregoing shall not apply to: (eA) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent clause (vii) or (viii) of Section 6.01(a) if such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate apply only to the assets subject thereto; to liens under clause (liv) customary provisions restricting subletting or assignment (v) of any lease governing a leasehold interest of the Borrower or any Restricted SubsidiarySection 6.02(a) securing such Indebtedness; and (mB) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as and other agreements restricting the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability assignment thereof; and (iii) clause (b) of the Borrower foregoing shall not apply to restrictions and its Subsidiaries conditions imposed by any agreement relating to meet their ongoing obligationsIndebtedness of any Person (other than an Unrestricted Subsidiary) in existence at the time such Person became a Restricted Subsidiary and otherwise permitted by clause (viii) of Section 6.01(a) if such restrictions and conditions apply only to such Restricted Subsidiary.

Restrictive Agreements. The Borrower will not, and nor will not the Borrower permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease that prohibits prohibits, restricts or limits imposes any condition upon: (a) the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of their respective properties its Collateral or revenues(b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to any Holding Company or any other Restricted Subsidiary, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (ai) restrictions and conditions imposed by (1A) Requirements of Lawlaw, (2B) any Loan Document and any Second Lien Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement, or any documentation providing for any Permitted Refinancing of any of the Term foregoing or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxviz) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced as determined in clauses (1) through (4) abovegood faith by the Borrower); (bii) customary restrictions and conditions existing on the Closing Date and (to the extent not incurred in contemplation thereof) or in any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or conditioncondition (as determined in good faith by the Borrower); (ciii) restrictions and conditions contained in agreements relating to the sale of Equity Interests of a Subsidiary or a Joint Venture or of any assets of the Holding Companies, a Subsidiary or a Joint Venture, in each case pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderhereunder or is conditioned on obtaining consent of the Lenders pursuant to the terms hereof; (div) customary provisions in leases, licenses and other contracts restricting the assignment thereofassignment, subletting or transfer thereof or other assets subject thereto; (eA) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions imposed by any agreement relating on transfers of assets subject to secured Indebtedness Liens permitted by this Agreement Section 6.02 (but, with respect to any such Lien, only to the extent that such restriction applies only transfer restrictions apply solely to the property securing assets that are the subject of such IndebtednessLien); (fvi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition)Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (gviii) restrictions customary provisions in shareholders agreements, joint venture agreements, organizational or conditions in constitutive documents or similar binding agreements relating to any Indebtedness permitted pursuant to Section 7.01 that is incurred Joint Venture or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such non-wholly-owned Restricted Subsidiary and its Subsidiariesother similar agreements applicable to Joint Ventures and non-wholly-owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly-owned Restricted Subsidiary and the Equity Interests issued thereby; (hix) any restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing or sublicensing by Holdings and the Restricted Subsidiaries of Intellectual Property in the ordinary course of business to the extent not materially interfering with the business of Holdings or the Restricted Subsidiaries taken as a whole; (xi) any restrictions that arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; and (xii) any restrictions on cash or other deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases imposed by customers under contracts entered into by Subsidiaries, so long as in the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability ordinary course of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors Parties with respect to the Secured Obligations or under the First Lien Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any First Lien Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term First Lien Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (5) any documentation governing other Indebtedness (other than intercompany debt owed to the Borrower or the Restricted Subsidiaries) that do not materially impair the Borrower’s ability to make payments on the Loans, (6) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx6.01(a)(xxiv) or Section 6.01(a)(vii), (xxiviii), (ix), (xv), (xxii) or (xxvixxvii) and (56) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (45) above; (b) customary restrictions and conditions existing on the Closing Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses licenses, sublicenses and other contracts (including licenses and sublicenses of Intellectual Property) restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the First Lien Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 6.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.046.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. (a) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, enter into, or permit to enter into exist, any agreement, instrument, deed Contractual Obligation (including Organization Documents) that encumbers or lease that prohibits or limits restricts in any material respect the ability of any such Person to (i) in the case of any Restricted Subsidiary, pay dividends or make any other distributions to any Loan Party to create, incur, assume on its Equity Interests or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its properties or assets to any Loan Party, or (v) in the Obligations or under case of any Domestic Subsidiary, act as a Guarantor pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; provided that the foregoing shall not apply to: , (aB) restrictions and conditions imposed by (1) Requirements of applicable Law, (2C) any Loan Document, the Term Loan Documents, the Secured Notes document or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation instrument governing Indebtedness incurred pursuant to Section 7.01(a)(xx8.01(d); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (D) Indebtedness of a Subsidiary which is not a Loan Party which is permitted by Section 8.01, so long as the Borrower has determined that such restrictions do not materially impair the ability of the Loan Parties (taken as a whole) to perform their obligations under this Agreement, (E) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (bF) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (eG) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent if such restrictions or conditions are no more restrictive apply only to the assets securing such Indebtedness, (H) customary provisions in leases and other contracts restricting the assignment thereof, (I) customary restrictions contained in documents executed in connection with any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Permitted Receivables Financing, are market terms at (J) any Lien permitted hereunder or any document or instrument governing any such Lien; provided that any such restriction contained therein relates only to the time asset or assets subject to such Lien, (K) any indenture agreement, instrument or other arrangement relating to the assets or business of issuance and are imposed solely on such any Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except existing prior to the extent any consummation of the Permitted Acquisition in which such amendment, modification or replacement expands the scope of any such restriction or condition; Subsidiary was acquired; (jL) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 7.04; 8.04 and applicable solely to such joint venture and/or Equity Interests therein, (kM) customary restrictions contained in leasessubordination provisions relating to intercompany Indebtedness, subleases(N) any agreements existing on the Closing Date and set forth on Schedule 8.09, licenses(O) restrictions in the indenture governing the Senior Notes as in effect on the Closing Date or contained in any agreements governing other Indebtedness issued following the Closing Date so long as not materially more restrictive (as determined in good faith by the Borrower) than the terms applicable under the indenture governing the Senior Notes as in effect on the Closing Date, sublicenses or asset sale agreements otherwise permitted hereby (P) restrictions applicable to any Person at the time such Person becomes a Subsidiary so long as such restriction applies on to such Person and its Subsidiaries and was not entered into in contemplation of such Person becoming a Subsidiary, (Q) restrictions entered into during a Collateral Suspension Period; (R) replacements, renewals, amendments and refinancings of any agreements described above so long as such replacement, renewals, amendments and refinancings are not materially more restrictive than the terms of the agreement being replaced, renewed, amended or refinanced; and (S) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Borrower, such conditions would not have a material adverse effect on the ability of any Loan Party to satisfy its Obligations hereunder. (b) The Borrower will not, nor will it permit any Guarantor to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets to secure the Obligations pursuant to the Loan Documents, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for the Obligations except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to applicable Law, (iii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.01(d); provided that in the case of Section 8.01(d) any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith (and any accessions, products or proceeds thereof), (iv) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder, (v) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the assets securing such Indebtedness, (vi) customary provisions in leases and other contracts restricting the assignment thereof, (vii) pursuant to the documents executed in connection with any Permitted Receivables Financing (but only to the extent that the related prohibitions against other encumbrances pertain to the applicable Transferred Assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such Permitted Receivables Financing), (viii) restrictions in any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (ix)) software and other Intellectual Property licenses pursuant to which the Borrower or Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject thereto; of the applicable license), (lx) customary provisions restricting subletting in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.04 and applicable solely to such joint venture and/or Equity Interests therein, (xi) any agreements existing on the Closing Date and set forth on Schedule 8.09, (xii) restrictions in the indenture governing the Senior Notes as in effect on the Closing Date or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, any agreements governing other Indebtedness issued following the Closing Date so long as the Borrower has not materially more restrictive (as determined in good faith by the Borrower) than the terms applicable under the indenture governing the Senior Notes as in effect on the Closing Date, (xiii) restrictions entered into during any Collateral Suspension Period, (xiv) replacements, renewals, amendments and refinancings of any agreements described above so long as such replacement, renewals, amendments and refinancings are not materially more restrictive than the terms of the agreement being replaced, renewed, amended or refinanced, and (xv) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Borrower, such net worth provisions conditions would not reasonably be expected to impair have a material adverse effect on the ability of the Borrower and any Loan Party to satisfy its Subsidiaries to meet their ongoing obligationsObligations hereunder.

Restrictive Agreements. The Borrower Parent will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease that prohibits prohibits, restricts or limits imposes any condition upon (a) the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of their respective properties its Collateral or revenues(b) the ability of any Restricted Subsidiary to make Restricted Payments to or make or repay loans or advances to any Loan Party, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by (1A) Requirements of Lawlaw, (2B) any Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan DocumentsExchange Notes, the Secured Additional Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, any Additional Debt, and any Seattle Loan Document, any Seattle Additional Debt, any documents governing the Seattle Term Loan Exchange Notes, the Seattle Additional Term Notes, the Seattle Unrestricted Additional Term Notes, the Seattle Credit Agreement Refinancing Indebtedness, the Seattle Refinancing Notes or the Unsecured Notes (3) and any Seattle Additional Debt, and, in each case, any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing providing for any Permitted Refinancing incurred thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (i) such restrictions or conditions (x) apply solely to refinance any such Indebtedness referenced a Restricted Subsidiary that is not a Loan Party, (y) are not materially more restrictive (taken as a whole) (as determined in clauses good faith by the Borrower) than the restrictions or conditions set forth in the Loan Documents, or (1z) through do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (4as determined in good faith by the Borrower); (ii) above; (b) customary restrictions and conditions existing on the Closing Effective Date and or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement materially expands the scope of any such restriction or condition; condition (cas determined in good faith by the Borrower); (iii) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; ; (div) the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereof; assignment, subletting or transfer thereof or other assets subject thereto; (ev)(A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions imposed by any agreement relating on transfers of assets subject to secured Indebtedness Liens permitted by this Agreement Section 6.02 (but, with respect to any such Lien, only to the extent that such restriction applies only transfer restrictions apply solely to the property securing assets that are the subject of such Indebtedness; Lien); (fvi) restrictions created in connection with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower Parent or any other Restricted Subsidiary; ; (gviii) restrictions customary provisions in shareholders agreements, joint venture agreements, organizational or conditions in constitutive documents or similar binding agreements relating to any Indebtedness permitted pursuant to Section 7.01 that is incurred Joint Venture or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such non-wholly-owned Restricted Subsidiary and its Subsidiaries; other similar agreements applicable to Joint Ventures and non-wholly-owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly-owned Restricted Subsidiary and the Equity Interests issued thereby; (hix) any restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business business; (x) any restrictions regarding licensing or sublicensing by the Parent and its Restricted Subsidiaries of intellectual property in the ordinary course of business; (xi) any restrictions that arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; (xii) any restrictions on cash or other deposits constituting Permitted Encumbrances); or net worth imposed by customers under contracts entered into in the ordinary course of business, (ixiii) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except conditions imposed by agreements relating to the extent Transactions and (xiv) comprise restrictions imposed by any such amendment, modification agreement governing Indebtedness entered into on or replacement expands after the scope of any such restriction or condition; (j) customary provisions in joint venture agreements Closing Date and other similar agreements applicable to joint ventures permitted by under Section 7.04; (k) customary 6.01 if the restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long any such agreement taken as such restrictions relate only a whole (a) are not materially less favorable to the assets subject thereto; Secured Parties than the encumbrances and restrictions contained in the Loan Documents (las determined by the Borrower) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of (b) either (I) the Borrower determines at the time of entry into such agreement or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith instrument that such net worth provisions would encumbrances or restrictions will not reasonably be expected adversely affect, in any material respect, the Borrower’s ability to impair make principal or interest payments required hereunder or (II) such encumbrance or restriction applies only during the ability continuance of the Borrower and its Subsidiaries a default relating to meet their ongoing obligationssuch agreement or instrument.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Credit Party or any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets, whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Creditors such Credit Party or Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Obligations Parent or under any other Restricted Subsidiary or to guarantee Indebtedness of the Loan DocumentsParent or any other Restricted Subsidiary; provided that the foregoing shall not apply to: : (ai) restrictions and conditions imposed by any Requirement of Law or by any Credit Document; (1ii) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and date hereof identified on Schedule 9.14 (but shall apply to any extensionextension or renewal of, renewalor any amendment or modification, amendmentin each case, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands expanding the scope of of, any such restriction or condition; ), (ciii) customary restrictions and conditions contained in agreements relating to the sale sale, sale-leaseback or similar disposition or transfer of a Restricted Subsidiary (or any assets of a Restricted Subsidiary) pending such sale; , provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that is or are to be sold or transferred and such sale or transfer is permitted hereunder; , (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (eiv) restrictions or conditions imposed by any agreement relating to secured (A) Secured 2026 Notes, the Unsecured 2023 Notes, the Unsecured 2025 Notes or the Unsecured 2026 Notes (or in each case, any Permitted Refinancing Indebtedness in respect thereof so long as any such agreement is not more restrictive than the documents governing the Indebtedness being refinanced or if more restrictive, then no more restrictive than the encumbrances and restrictions contained in this Agreement or any agreement relating to the Secured 2026 Notes or otherwise on market terms applicable to any such Indebtedness as of the date of incurrence) and (B) agreements related to other Indebtedness permitted by this Agreement to the extent that encumbrances or restrictions imposed by such restriction applies only other Indebtedness are not more restrictive on a Credit Party or any of its applicable Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement or any agreement relating to the Secured 2026 Notes, or on market terms applicable to any such Indebtedness as of the date of incurrence; (v) assumed in connection with an acquisition of property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope Equity Interests of any Person, so long as agreement or arrangement relates solely to the Person and its Subsidiaries (including the Equity Interests of such restriction or condition); provided that such agreement Person) and/or property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Restricted Subsidiary acquisition; and the restriction (vi) customary non-assignment provisions in contracts or condition set forth in such agreement does not apply to the Borrower licenses, easements or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents orleases, in the case of Junior Financingeach case, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter Enter into any agreement, instrument, deed Contractual Obligation (other than this Agreement or lease that prohibits or limits any other Loan Document) that: (a) Limits the ability of the Parent or any Loan Party Subsidiary to create, incur, assume or suffer to exist any Lien upon any Liens on property of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect such Person to secure the Obligations or under the Loan Documentshereunder; provided provided, however, that the foregoing shall not apply to: (aA) restrictions and conditions imposed limitations existing under or by (1) Requirements reason of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced agreement in clauses (1) through (4) above; (b) customary restrictions and conditions existing effect on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionset forth on Schedule 7.08; (cB) encumbrances or restrictions existing under or by reason of any document or instrument governing Indebtedness permitted hereunder, provided that the encumbrances and conditions restrictions are not materially more restrictive than the corresponding encumbrances and restrictions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderLoan Documents; (dC) customary provisions in leases, licenses and other contracts restricting limitations on the assignment thereof; (e) restrictions imposed by any agreement relating transfer of assets subject to secured Indebtedness a Lien permitted by this Agreement under Section 7.01 to the extent such restriction applies only limitation relates solely to the property securing assets which are the subject of such IndebtednessLien; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (jD) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting limitations on subletting or assignment of any lease governing a leasehold interest of the Borrower Parent or any Restricted Subsidiary; (E) limitations on the transfer of any property subject to a contract of sale or transfer so long as such limitations apply only to the property to be sold or transferred and such sale or transfer is permitted under this Agreement; (F) limitations existing under or by reason of any agreement of a Person acquired by the Parent or any Subsidiary as in effect at the time of such acquisition (but not created in connection with or in contemplation of such acquisition), to the extent that the relevant limitations therein are 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 (including its Subsidiaries); (G) customary limitations (including financial maintenance covenants) existing under or by reason of leases entered into in the ordinary course of business; (H) customary limitations in joint venture agreements that relate solely to the joint venture or the Equity Interests therein; (I) limitations existing under or by reason of Indebtedness of any Subsidiary other than a Loan Party that relate solely to such Subsidiary and are in the ordinary course of business; and (mJ) customary net worth provisions any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (I) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, are, in the good faith judgment of the Company, not materially less favorable to the Loan Parties and the Lenders with respect to such limitations than those contained in real property leases entered into by Subsidiariesthe contracts, so long as instruments or obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (b) Requires the Borrower has determined grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations, except for limitations, encumbrances or restrictions referenced in good faith that such net worth provisions would not reasonably be expected to impair the ability clauses (A), (B), (F), (I) or (J) of the Borrower and its Subsidiaries to meet their ongoing obligationsSection 7.08(a).

Restrictive Agreements. The Borrower will notEnter into or become a party to any Restrictive Agreement, and will not permit any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply to: to (ai) Restrictive Agreements existing on the date hereof and identified on Schedule 9.1.18 (and amendments, modifications and replacements thereof, so long as such amendments, modifications or replacements are not more restrictive, taken as a whole, than the scheduled agreements) so long as such agreements do not prohibit any of the transactions or Liens contemplated by the Loan Documents, (ii) restrictions and or conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes Restrictive Agreement evidencing or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided secured Debt that is permitted by this Agreement if such restrictions and or conditions apply only to the Subsidiary Properties securing such Debt and do not prohibit any of the transactions or assets that is or are to be sold and such sale is permitted hereunder; Liens contemplated by the Loan Documents, (diii) customary provisions in leases, licenses and other contracts restricting the assignment thereof; thereof or rights thereunder, (eiv) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth agreements acquired in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Permitted Acquisitions so long as such restriction or condition); provided that such agreement was Agreements were not entered into in contemplation anticipation of such Person becoming a Restricted Subsidiary and Permitted Acquisition, the restriction or condition set forth in such agreement does is not apply applicable to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect Person other than the restrictions Person or the assets of the Person so acquired, and conditions in such agreements do not prohibit any of the transactions or Liens contemplated by the Loan Documents orDocuments, (v) agreements in the case connection with Debt of Junior FinancingForeign Subsidiaries permitted hereunder that prohibit such Foreign Subsidiary from creating, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and assigning or incurring any Lien upon its Subsidiaries; (h) restrictions on cash (assets or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extensionincurring Debt, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of agreements do not prohibit any lease governing a leasehold interest of the Borrower transactions or Liens contemplated by the Loan Documents, and (vi) any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, agreement governing Debt permitted to be incurred hereunder so long as the Borrower has determined terms and conditions of any such restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in good faith that such net worth provisions would this Agreement and do not reasonably be expected to impair the ability prohibit any of the Borrower and its Subsidiaries to meet their ongoing obligationstransactions or Liens contemplated by the Loan Documents (collectively “Permitted Restrictive Agreements”).

Restrictive Agreements. The Borrower Company will not, and will not permit any Restricted Subsidiary to of its Subsidiaries to, directly or indirectly, enter into any agreement, instrument, deed or lease that agreement with any Person other than the Administrative Agent and the Lenders pursuant hereto which prohibits or limits the ability of (i) the Company or any Loan Party of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of their respective properties its assets, rights, revenues or revenuesproperty, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired, except for Permitted Liens or other restrictions contained in security agreements securing Indebtedness permitted hereby to the benefit extent such provisions restrict the transfer of the Secured Creditors property subject to such security agreements, and except that the A/R Subsidiary and the Company may agree, as part of any Permitted A/R Sale Transaction, not to allow, grant or create any Lien upon any of the Sale Receivables, or (ii) any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Obligations Company or under any Restricted Subsidiary or to guarantee the Loan Documents; provided that the foregoing shall not apply to: (a) Advances, other than restrictions and conditions (A) imposed by (1) Requirements of Lawlaw or by this Agreement, (2B) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and date hereof identified on Schedule 6.08 (other than any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands thereof expanding the scope of any such restriction or condition; ), (cC) restrictions and conditions contained in agreements relating to the sale any Indebtedness in excess of a Subsidiary or any assets pending such sale; $25,000,000 in aggregate amount and permitted hereunder, provided that such restrictions and conditions apply only under such Indebtedness are no more restrictive than such restrictions and conditions in the Senior Note Debt and the holders of such Indebtedness become parties to the Subsidiary Intercreditor Agreement or assets that is or are to be sold and such sale is permitted hereunder; (dD) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Holdings and the Borrower will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (i) the ability of Holdings, the Borrower or any Loan Party Guarantor to create, incur, assume or suffer to exist any Lien upon any Liens on property of their respective properties or revenues, whether now owned or hereafter acquired, such Person for the benefit of the Secured Creditors Parties with respect to the Obligations or under the Loan DocumentsDocuments or (ii) the ability of any Restricted Subsidiary of the Borrower that is not a Guarantor to pay dividends or other Distributions with respect to any of its Stock; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1A) Requirements of Law, (2B) any Loan Document, the Term Loan Documents(C) with respect to clause (ii) above, the Secured Notes or the Unsecured Notes (3) any documentation governing related to any Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5D) with respect to clause (ii) above, any documentation governing any Permitted Refinancing Debt incurred to refinance Refinance any such Indebtedness Debt referenced in clauses clause (1) through (4C) above; (b) customary restrictions and conditions existing on the Closing Date and or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditioncondition in a manner adverse to Lenders; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such saleDisposition; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold Disposed and such sale Disposition is permitted hereunder; (d) customary provisions restrictions in leases, licenses subleases, licenses, sublicenses and other contracts restricting so long as such restrictions relate solely to the assignment thereofassets subject thereto; (e) restrictions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement to the extent such restriction applies only to the specific property securing such IndebtednessDebt and not all assets; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or conditioncondition in a manner adverse to Lenders); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 Permitted Debt that is incurred or assumed by Restricted Subsidiaries a Subsidiary that are is not Loan Parties a Guarantor to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior FinancingSubordinated Debt, are market terms terms, taken as a whole, at the time of issuance and or, in the case of any such Debt of any Subsidiary that is not a Guarantor, are imposed solely on such Restricted Subsidiary non-Guarantor and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) cash, Cash Equivalents or other deposits imposed by agreements entered into in the ordinary course of business or in the ordinary course of business for similarly situated businesses in the Borrower’s industry (or other restrictions on cash such cash, Cash Equivalents or deposits constituting Permitted EncumbrancesLiens permitted hereunder); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as constituting Permitted Investments and applicable solely to such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases joint venture and entered into by Subsidiaries, so long as (1) in the Borrower has determined ordinary course of business or the ordinary course of business for similarly situated businesses in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.Borrower’s industry or

Restrictive Agreements. The Borrower will notDirectly or indirectly, and will not enter into, or incur or permit to exist any Restricted Subsidiary to enter into agreement or other arrangement that prohibits, restricts or imposes any agreement, instrument, deed or lease that prohibits or limits condition upon (a) the ability of any Loan Party Operating Company Group Member to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its material Property or revenuesassets (except as permitted under Section 7.01), whether now or (b) the ability of any wholly-owned Subsidiary to pay dividends or hereafter acquired, for the benefit of the Secured Creditors other distributions with respect to, or to the Obligations return capital in respect of its common Equity Interests or under the Loan Documentsto make or repay loans or advances to any Operating Company Group Member or to Guarantee Indebtedness of any Operating Company Group Member; provided that the foregoing shall not apply to: (ai) prohibitions, restrictions and conditions imposed by (1) Requirements of Lawapplicable Laws, (2) any Loan Document, the Term Loan Documents, the Secured Notes Governmental Authority or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) abovethis Agreement; (bii) customary prohibitions, restrictions and conditions existing identified on the Closing Date and any extension, renewal, Schedule 5.14 or otherwise resulting from or relating to Existing Indebtedness (without amendment, modification or replacement thereofwaiver, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionother than in connection with Permitted Refinancing Indebtedness); (ciii) provisions of the type described in clause (a) above imposed by the holder of any Lien permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇) and (s) but solely with respect to the property purported to be encumbered by such Lien; (iv) any agreement in effect at the time any Person becomes an Operating Company Subsidiary pursuant to a Permitted Acquisition and not in contemplation of, or in connection with, such Person becoming an Operating Company Subsidiary and only relating to or in connection with the Property or assets of such Person (and any extensions, renewals, or replacements of such agreement so long as any restrictions and conditions in such extended, renewed or replaced agreement are not more restrictive than the applicable original agreement or extend to additional Property); (v) customary restrictions and conditions contained in agreements relating to the sale any Disposition of a Subsidiary any asset or any assets pending such saleproperty; provided that such restrictions and conditions only apply only to the Subsidiary asset or assets that is or are property to be sold sold, assigned or transferred and such sale sale, assignment or transfer is permitted hereunder;by Section 7.02; and (dvi) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by or transfer of any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter (a) Enter into any agreementIndebtedness which: (i) contains any covenants more restrictive than the provisions of Articles VIII, instrumentIX and X; or (ii) contains any negative pledge on assets or restricts, deed limits or lease otherwise encumbers its ability to incur Liens on or with respect to any of its assets or properties other than the assets or properties securing such Indebtedness (other than (A) the Existing Notes (provided that prohibits such provisions may not be amended or modified to be more restrictive), (B) any Indebtedness incurred in accordance with Section 10.1(d) to refinance the Existing Notes (provided that such provisions may not be more restrictive than those contained in the Existing Notes), (C) the Canadian Credit Facility (provided that such provisions shall not be amended or modified except as permitted hereunder and thereunder) and (D) any Indebtedness incurred pursuant to Section 10.1(m) (provided that such provisions may not be more restrictive than those contained in this Agreement). (b) Enter into or permit to exist any agreement which impairs or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit Subsidiary of the Secured Creditors with respect Borrower to pay dividends to the Obligations Borrower or under to make or repay loans or advances to the Loan Documents; provided that the foregoing shall not apply to: Borrower other than (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, Applicable Law or the Term Loan Documents, the Secured Notes or the Unsecured Notes (3ii) any documentation governing Permitted Term Debt, legally enforceable restrictions and conditions which are permitted by clause (4iii) any documentation governing Indebtedness incurred pursuant to of Section 7.01(a)(xx), (xxi) or (xxvi6.1(n) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (biii) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any its assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsAgreement.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to to, directly or indirectly, enter into any agreementinto, instrument, deed create or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon any of their respective properties or revenuesRestrictive Agreement, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply toexcept for: (a) limitations or restrictions and conditions imposed by (1) Requirements of Law, (2) contained in any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary limitations or restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification under or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope by reason of any such restriction or conditionRequirement of Law; (c) customary restrictions and conditions contained in agreements relating with respect to the sale of a any Restricted Subsidiary or any of its assets contained in any agreement for the Disposition of all of the Equity Interests of, or any of the assets of, such Restricted Subsidiary pending such saleDisposition; provided that (i) such restrictions and conditions shall apply only to the Restricted Subsidiary that is, or assets that is or are to be sold are, the subject of such Disposition and (ii) such sale Disposition is permitted hereunder; (d) limitations or restrictions contained in contracts and agreements outstanding on the Effective Date and identified on Schedule 6.06 and renewals, extensions, refinancings or replacements thereof; provided that the foregoing restrictions set forth in this Section 6.06 shall apply to any amendment or modification to, or any renewal, extension, refinancing or replacement of, any such contract or agreement that would have the effect of expanding the scope of any such limitation or restriction; (e) customary provisions restrictions or limitations in leases, licenses and leases or other contracts restricting the assignment thereofthereof or the assignment of the property that is the subject of such lease; (ef) restrictions or conditions of the type described in clause (a) of the definition of Restrictive Agreements imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent or Permitted Liens if such restriction applies restrictions or conditions apply only to the property Property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) limitations or restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions contained in joint venture agreements, partnership agreements and other similar agreements applicable with respect to a joint ventures permitted by Section 7.04; (k) customary restrictions contained in leasesownership arrangement restricting the disposition or distribution of assets or property of such joint venture, subleasespartnership or other joint ownership entity, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such encumbrances or restrictions relate only are not applicable to the property or assets subject thereto;of any other Person; and (lh) customary provisions restricting subletting limitations or assignment restrictions contained in any agreement or instrument to which any Person is a party at the time such Person is merged or consolidated with or into, or the Equity Interests of any lease governing a leasehold interest of such Person are otherwise acquired by, the Borrower or any Restricted Subsidiary; and provided that such restriction or limitation (mi) customary net worth provisions contained in real is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property leases entered into by Subsidiariesor assets of such Person, so long as the Borrower has determined acquired and (ii) is not incurred in good faith that connection with, or in contemplation of, such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsmerger, consolidation or acquisition.

Restrictive Agreements. The Borrower will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits imposes any condition upon (a) its ability or limits the ability of any Loan Party of its Restricted Subsidiaries to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of assets to secure the Secured Creditors Obligations or (b) the ability of any of its Restricted Subsidiaries to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to the Obligations Borrower or under any other of its Restricted Subsidiaries or to Guarantee Indebtedness of the Loan DocumentsBorrower or any other Restricted Subsidiary; provided that the foregoing shall not apply to: to (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) law or by any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3ii) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions imposed on the Loan Parties (pro forma for the Transactions) existing on the Closing Date (and any extension, renewal, amendment, modification or replacement thereof, except the Acquisition Effective Date to the extent Schedule 6.09 is updated pursuant to Section 1.07 hereof) and identified on Schedule 6.09 (but shall apply to any such amendmentextension or renewal of, or any amendment or modification or replacement expands expanding the scope of of, any such restriction or condition; ), (ciii) in the case of clause (b), customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (fiv) any restrictions or conditions set forth restriction in any agreement of any Person in effect at any the time any such Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any so long as such restriction or condition); provided that such agreement was is not entered into in contemplation of such Person becoming a Restricted Subsidiary Subsidiary, (v) customary restrictions contained in the documentation governing any Indebtedness incurred pursuant to Sections 6.01(a), (b), (e), (h), (i), (j)(x), (n) or (o) and the restriction or condition set forth in Liens securing such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect permitted under Section 6.02; provided that, other than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance Sections 6.01(e) and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) ), such restrictions set forth on Schedule 7.09 shall be no more restrictive, taken as a whole, than the restrictions contained herein and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (jvi) customary provisions in joint venture agreements and other similar agreements applicable to any joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases venture entered into by Subsidiaries, so long as in the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability ordinary course of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. The Borrower Such Obligor will not, and will not permit any Restricted Subsidiary to of its Subsidiaries to, directly or indirectly, enter into any agreementinto, instrument, deed incur or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply to: Restrictive Agreement other than (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, applicable Laws or by the Term Loan Documents, (ii) Restrictive Agreements listed on Schedule 7.15, and, to the Secured Notes or extent such Restrictive Agreement is set forth in an agreement evidencing Indebtedness, any Permitted Refinancing in respect thereof, so long as such restrictions are not (taken as a whole) materially less favorable to the Unsecured Notes Lenders (3taken as a whole) any documentation governing Permitted Term Debtthan those in the original Indebtedness, (4iii) limitations associated with Permitted Liens or any document or instrument governing any Permitted Lien, (iv) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1l), (n) through or (4p) above; of Section 9.01 (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; Permitted Refinancing thereof), (dv) customary provisions in leases, licenses Permitted Licenses and other contracts Contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to thereof or restricting the extent such restriction applies only to assignment, pledge, transfer or sublease or sublicense of the property securing such Indebtedness; leased, licensed or otherwise the subject thereof; (fvi) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; ; (gvii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 9.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties Obligors to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; Documents; (hviii) restrictions on cash (or Permitted Investments) or other deposits conditions imposed by agreements any agreement relating to purchase money Indebtedness and other secured Indebtedness or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the property leased or licensed; (ix) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder; (x) customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any Permitted License or any other agreement entered into in the ordinary course of business Ordinary Course; (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (kxi) customary restrictions contained or encumbrances in leasesany agreement evidencing Permitted Convertible Debt that restricts the merger or consolidation of, subleasesor the sale of all or substantially all of the assets of, licensesthe Borrower, sublicenses or asset sale agreements otherwise permitted hereby so long taken as such restrictions relate only a whole, are not more restrictive to the assets subject thereto; Obligors in any material respect than the comparable restrictions and encumbrances in the Loan Documents, taken as a whole (l) customary provisions restricting subletting or assignment of any lease governing as reasonably determined by a leasehold interest Responsible Officer of the Borrower in good faith and as certified by a certificate from such Responsible Officer delivered to the Administrative Agent); and (xii) restrictions or encumbrances in any Restricted agreement in effect at the time any Person becomes a Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined (x) such agreement was not entered into in good faith that contemplation of such net worth provisions would Person becoming a Subsidiary and (y) such restrictions or encumbrances do not reasonably be expected to impair the ability of the Borrower and extend beyond such Subsidiary or its Subsidiaries to meet their ongoing obligationsassets.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Parent or any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets, whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Creditors any Restricted Subsidiary to pay dividends or other distributions with respect to the Obligations holders of its Equity Interests or under the Loan Documentsto make or repay loans or advances to Parent or any other Restricted Subsidiary or to Guarantee Indebtedness of Parent or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) Law or by any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date date hereof identified on Schedule 7.07 and any extension, renewal, amendment, modification amendments or replacement thereof, except to the extent any such amendment, modification or replacement expands modifications thereof that do not materially expand the scope of any such restriction or conditioncondition taken as a whole; (c) restrictions and conditions imposed by agreements of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and any amendments or modifications thereof that do not materially expand the scope of any such restriction or condition taken as a whole, provided that such restrictions and conditions apply only to such Restricted Subsidiary; (d) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary (or assets the Equity Interests thereof) that is or are to be sold and such sale is permitted hereunder; (de) restrictions imposed by any amendment or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (A), (B) or (C) of this Section 7.07, provided that such amendments or refinancings do not materially expand the scope of any such restriction or condition; (f) any restriction arising under or in connection with any agreement or instrument governing Equity Interests of any joint venture (including any JV Subsidiary) that is formed or acquired after the Closing Date; (g) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 7.03 pending the consummation of such Disposition; (h) customary provisions in leases, licenses and other contracts restricting the assignment thereoftransfer or encumbrance of the specific property subject to a Permitted Lien; (ei) restrictions or conditions set forth in any agreement governing Indebtedness permitted by Section 7.01 (including any Permitted External Credit Agreement Refinancing Indebtedness); provided that such restrictions and conditions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable restrictions and conditions set forth in this Agreement as determined in the good faith judgment of the Board of Directors of Parent; (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (k) restrictions on cash or other deposits (including escrowed funds) or net worth imposed under contracts entered into in the ordinary course of business; and (ii) clause (a) of the foregoing shall not apply to (1) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed secured by Restricted Subsidiaries that are not Loan Parties to the extent specific assets if such restrictions or conditions are no more restrictive apply only to the specific assets securing such Indebtedness and (2) customary provisions in any material respect than the restrictions leases, subleases, licenses, sublicenses and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. The Borrower will notDirectly or indirectly (i) enter into or assume any agreement (other than (x) the Loan Documents, (y) the Techwoods Debt Documents in effect as of the Closing Date, as amended or otherwise modified from time to time thereafter to the extent permitted by the terms of each of the Techwoods Subordination Agreements and this Agreement, and will not permit any Restricted Subsidiary to enter into any agreement, instrument, deed (z) Capitalized Leases and purchase money debt documents which contain prohibitions only upon the property leased or lease that prohibits purchased thereunder) prohibiting the creation or limits the ability assumption of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenuesassets, whether now owned or hereafter acquired, for the benefit acquired or (ii) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of the Secured Creditors with respect any kind (other than pursuant to the Obligations or under the Loan Documents) on the ability of any such Person to pay or make any dividends or distributions to its equityholders, to pay any Indebtedness owed by such Person, to make loans or advances or to transfer any of its property or assets; provided that the foregoing shall not apply toprohibit: (a) customary restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred arising pursuant to Section 7.01(a)(xx)Capitalized Leases and purchase money debt documents permitted under this Agreement, (xxi) which contain restrictions only upon the property leased or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) abovepurchased thereunder; (b) customary restrictions and conditions existing arising pursuant to contracts for the sale of assets in compliance with the terms of this Agreement that restrict Liens only on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any assets pending such restriction or conditionsale; (c) customary restrictions and conditions contained on cash deposits imposed by customers under contracts with the Loan Parties entered into in agreements relating the Ordinary Course of Business with respect to the sale of a Subsidiary or any assets pending such sale; deposits so provided that such restrictions and conditions apply only by the customers to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderLoan Parties thereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiarypermitted hereby; andor (me) customary net worth provisions contained in real property leases a Contract entered into by Subsidiaries, so long as in the Borrower has determined in good faith that Ordinary Course of Business restricting assignments of such net worth provisions would not reasonably be expected to impair the ability Contract (other than any purchase agreements with issuers of the Borrower and its Subsidiaries to meet their ongoing obligationsReceivables).

Restrictive Agreements. The Borrower No Credit Party will, or will not, and will not permit any Restricted Subsidiary to to, directly or indirectly (a) enter into or assume any agreementagreement (other than the Financing Documents and any agreements for purchase money debt and Capital Leases permitted under clause (c) of the definition of Permitted Debt) prohibiting the creation or assumption of any Lien upon its properties or assets, instrumentwhether now existing or hereafter acquired, deed or lease that prohibits (b) create or limits otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Financing Documents) on the ability of any Loan Subsidiary to: (i) pay or make Distributions to any Credit Party or any Subsidiary; (ii) pay any Debt owed to create, incur, assume any Credit Party or suffer any Subsidiary; (iii) make loans or advances to exist any Lien upon Credit Party or any Subsidiary; or (iv) transfer any of their respective properties its property or revenues, whether now owned assets to any Credit Party or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or any Subsidiary in each case under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by this Section 5.4 other than (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a assets of any Subsidiary or any assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e2) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Indebtedness Debt permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; Debt, (f3) any restrictions or conditions set forth customary anti-assignment provisions contained in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but leases, licenses, contracts and other agreements to the extent not any modification or amendment expanding otherwise prohibited under the scope terms of any such restriction or condition); provided that such agreement was this Agreement and to the extent not entered into in contemplation order to make such leases, licenses, contracts and other agreements Excluded Property for purposes of such Person becoming a Restricted Subsidiary this Agreement, and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g4) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to existing on the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions Closing Date and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions expressly set forth on Schedule 7.09 5.4 on the Closing Date. MidCap / Omada Health / Credit, Security and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.Guaranty Agreement

Restrictive Agreements. The Borrower will not(a) Except as permitted pursuant to Section 6.11(c) below, and will not permit any Restricted Subsidiary to enter into any agreementDebt which contains any negative pledge on assets or any covenants more restrictive than the provisions of Article 5 or 6 hereof, instrumentor which restricts, deed limits or lease that prohibits otherwise encumbers its ability to incur Liens on or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to any of its assets or properties other than the Obligations assets or under the Loan Documentsproperties securing such Debt; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating the Second Lien Credit Agreement. (b) Except as permitted pursuant to Section 6.11(c) below, enter into or permit to exist any agreement which impairs or limits the ability of any Subsidiary of the Borrower to pay dividends or intercompany advances to the sale of a Subsidiary or any assets pending such saleBorrower; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does foregoing shall not apply to the Borrower or any Restricted Subsidiary;restrictions and conditions contained in the Second Lien Credit Agreement. (gc) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to Notwithstanding the extent such restrictions or conditions are no more restrictive in any material respect than foregoing, the restrictions and conditions provided in Sections 6.11(a) and (b) above shall not prohibit or limit in any manner any restrictions (i) in agreements evidencing Debt permitted by Sections 6.01(e) and (f) that impose restrictions relating solely to the property so acquired with such Debt, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) customary restrictions or conditions imposed by (x) law or (y) in any of the Loan Documents oror Financial Hedging Agreements, (iv) in any Lien permitted under Section 6.02 or any document or instrument governing any such Lien; provided that any such restriction contained therein relates only to the case asset or assets subject to such Lien; (v) in any instrument governing Debt or Equity Interests of Junior Financinga Person acquired by any GGS Company pursuant to a Permitted Acquisition, are market terms which encumbrance or restriction was in existence at the time of issuance such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition) and are imposed solely on 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 (including, but not limited to, such Restricted Subsidiary Person’s direct and its Subsidiaries; indirect subsidiaries), provided that any such encumbrance or restriction contained therein relates only to such Debt or Equity Interests so acquired and that any such encumbrances or restrictions, individually or in the aggregate, shall not materially affect any Loan Party’s ability to pay the Obligations; (hvi) restrictions on cash contained in the Second Lien Credit Agreement or any other Second Lien Loan Document; (or Permitted Investmentsvii) or other deposits imposed by in agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extensionin accordance with customary industry practice, renewal, amendment, modification or replacement thereof, except to the extent provided that any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions therein relate only to such agreements and that any such restrictions, individually or in the assets subject thereto; aggregate, shall not materially affect any Loan Party’s ability to pay the Obligations; and (lviii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary on net worth provisions contained in real property leases imposed by customers or suppliers under contracts entered into by Subsidiaries, so long as in the Borrower has determined ordinary course of business in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsaccordance with customary industry practice.

Restrictive Agreements. The Borrower will notDirectly or indirectly, and will not create or permit to exist or become effective any Restricted Subsidiary to enter into any agreement, instrument, deed consensual encumbrance or lease that prohibits or limits restriction on the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply such Restricted Subsidiary to: (a) restrictions and conditions imposed by (1) Requirements pay dividends or make any other distributions on its Capital Stock to the Borrower or any of Lawits Restricted Subsidiaries, (2) or pay any Loan Document, Indebtedness owed to the Term Loan Documents, the Secured Notes Borrower or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) aboveof its Restricted Subsidiaries; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification make loans or replacement thereof, except advances to the extent Borrower or any such amendment, modification or replacement expands the scope of any such restriction or condition;its Restricted Subsidiaries; or (c) sell, lease or transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i) contractual encumbrances or restrictions in effect (x) to secure the Obligations or (y) on the Closing Date, including, without limitation, pursuant to Indebtedness permitted by Section 7.03(b)(iii); (ii) the Security Documents and conditions contained Guarantees; (iii) Capitalized Lease Obligations, purchase money obligations or other obligations that, in agreements relating each case, impose restrictions of the nature discussed in clause (c) above in the first paragraph of this covenant on the property so acquired; (iv) applicable law or any applicable rule, regulation or order; (v) any agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary in existence at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (vi) contracts for the sale of assets (including sale-lease back agreements), including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or any assets pending such sale; provided that such restrictions and conditions apply only to disposition of the Subsidiary Capital Stock or assets that is or are to be sold and of such sale is permitted hereunderSubsidiary; (dvii) customary provisions in leases, licenses Secured Indebtedness and other contracts restricting Liens otherwise permitted to be incurred pursuant to Sections 7.01 and 7.03 that limit the assignment thereof; (e) restrictions imposed by any agreement relating right of the debtor to secured Indebtedness permitted by this Agreement to dispose of the extent such restriction applies only to the property assets securing such Indebtedness; (fviii) any restrictions on cash or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification other deposits or amendment expanding the scope of any such restriction or condition); provided that such agreement was not net worth imposed by customers under contracts entered into in contemplation the ordinary course of such Person becoming a Restricted Subsidiary and the restriction business or condition set forth in such agreement does not apply to the Borrower other restrictions on cash or any Restricted Subsidiarydeposits constituting Permitted Liens; (gix) restrictions customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (x) customary provisions contained in leases, subleases, licenses, sublicensesor asset sale agreements and other agreements, including with respect to intellectual property and other agreements; (xi) other Indebtedness or conditions Preferred Stock, in any Indebtedness permitted each case, that is incurred subsequent to the Closing Date pursuant to Section 7.01 7.03; provided, that is incurred (A) in the good faith judgment of the Board of Directors of the Borrower, any such encumbrance or assumed by Restricted Subsidiaries that restriction contained in such Indebtedness shall not prohibit (except upon a default or event of default thereunder) the making scheduled cash payments hereunder when due or (B) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not Loan Parties to the extent such restrictions or conditions are no materially more restrictive in any material respect taken as a whole than the restrictions and conditions those contained hereunder or in the Loan Documents or, 2026 Senior Secured Notes Indenture as in effect on the case of Junior Financing, are Closing Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries;; and (hxii) any encumbrances or restrictions on cash of the type referred to in clauses (or Permitted Investmentsa), (b) or other deposits and (c) of the first paragraph above imposed by agreements entered into any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); clauses (i) through (xi) above; provided that the encumbrances or restrictions set forth on Schedule 7.09 imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Borrower, not materially more restrictive than encumbrances and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leasessuch predecessor agreements and do not affect the Borrower’s and the Guarantors’ ability, subleasestaken as a whole, licensesto make payments of interest and scheduled payments of principal as required hereunder, sublicenses in each case as and when due. For purposes of determining compliance with this covenant, (1) the priority of any Preferred Stock in receiving dividends or asset sale agreements otherwise permitted hereby so long as such restrictions relate only liquidating distributions prior to dividends or liquidating distributions being paid on common stock will not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the assets subject thereto; (l) customary provisions restricting subletting Borrower or assignment of any lease governing a leasehold interest of Restricted Subsidiary to other Indebtedness incurred by the Borrower or any such Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would Subsidiary will not reasonably be expected to impair deemed a restriction on the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsmake loans or advances.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter (a) Enter into any agreementIndebtedness which: (i) contains any covenants more restrictive than the provisions of Articles VIII, instrumentIX and X, deed or (ii) contains any negative pledge on assets or lease restricts, limits or otherwise encumbers its ability to incur Liens on or with respect to any of its assets or properties other than the assets or properties securing such Indebtedness (other than (A) the Existing Notes (provided that prohibits such provisions may not be amended or modified to be more restrictive), (B) any Indebtedness incurred in accordance with Section 10.1(d) to refinance the Existing Notes (provided that such provisions may not be more restrictive than those contained in the Existing Notes), (C) the U.S. Credit Facility (provided that such provisions shall not be amended or modified except as permitted hereunder and thereunder) and (D) any Indebtedness incurred pursuant to Section 10.1(m)). (b) Enter into or permit to exist any agreement which impairs or limits the ability of any Loan Party Subsidiary to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect pay dividends to the Obligations U.S. Borrower or under to make or repay loans or advances to the Loan Documents; provided that the foregoing shall not apply to: U.S. Borrower other than (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, Applicable Law or the Term Loan Documents, the Secured Notes or the Unsecured Notes (3ii) any documentation governing Permitted Term Debt, legally enforceable restrictions and conditions which are permitted by clause (4iii) any documentation governing Indebtedness incurred pursuant to of Section 7.01(a)(xx), (xxi) or (xxvi6.1(n) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (biii) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any its assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsAgreement.

Restrictive Agreements. (a) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, enter into, or permit to enter into exist, any agreement, instrument, deed Contractual Obligation (including Organization Documents) that encumbers or lease that prohibits or limits restricts the ability of any such Person to (i) in the case of any Restricted Subsidiary pay dividends or make any other distributions to any Loan Party to create, incur, assume on its Equity Interests or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations any other interest or under participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its properties or assets to any Loan Party, or (v) act as a Guarantor pursuant to the Loan Documents; provided that Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the foregoing shall not apply to: matters referred to in clauses (ai)-(v) above) for such encumbrances or restrictions existing under or by reason of (A) this Agreement and conditions imposed by the other Loan Documents (1and prior to the Initial Funding Date only, the Existing Credit Agreement and the Existing 2006 Indenture), (B) Requirements of applicable Law, (2C) any Loan Document, the Term Loan Documents, the Secured Notes document or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation instrument governing Indebtedness incurred pursuant to Section 7.01(a)(xx8.01(d); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (D) Indebtedness of a Subsidiary which is not a Loan Party which is permitted by Section 8.01, so long as such restrictions do not impair the ability of the Loan Parties to perform their obligations under this Agreement, (E) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business (in which case such restriction shall relate only to such intellectual property), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (bF) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (eG) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent if such restrictions or conditions are no more restrictive apply only to the assets securing such Indebtedness, (H) customary provisions in leases and other contracts restricting the assignment thereof, (I) customary restrictions contained in documents executed in connection with any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Permitted Receivables Financing, are market terms at (J) any Lien permitted hereunder or any document or instrument governing any such Lien; provided that any such restriction contained therein relates only to the time asset or assets subject to such Lien, (K) any indenture agreement, instrument or other arrangement relating to the assets or business of issuance and are imposed solely on such any Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except existing prior to the extent any consummation of the Permitted Acquisition in which such amendment, modification or replacement expands the scope of any such restriction or condition; Subsidiary was acquired; (jL) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 7.04;8.04 and applicable solely to such joint venture and are entered into in the ordinary course of business and (M) any agreements existing on the Closing Date and set forth on Schedule 8.09. (kb) The Borrower will not, nor will it permit any Restricted Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets to secure the Obligations pursuant to the Loan Documents, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for the Obligations except (i) pursuant to this Agreement and the other Loan Documents (and prior to the Initial Funding Date only, the Existing Credit Agreement and the Existing ▇▇▇▇ ▇▇▇▇▇▇▇▇▇), (ii) pursuant to applicable Law, (iii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.01(d); provided that in the case of Section 8.01(d) any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary restrictions and conditions contained in leases, subleases, licenses, sublicenses agreements relating to the sale of a Subsidiary or asset sale agreements otherwise permitted hereby so long as assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder, (v) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the assets securing such Indebtedness, (vi) customary provisions in leases and other contracts restricting the assignment thereof, (vii) pursuant to the documents executed in connection with any Permitted Receivables Financing (but only to the extent that the related prohibitions against other encumbrances pertain to the applicable Transferred Assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such Permitted Receivables Financing), (viii) restrictions in any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (ix) any indenture agreement, instrument or other arrangement relating to the assets or business of any Restricted Subsidiary and existing prior to the consummation of the Permitted Acquisition in which such Subsidiary was acquired, (x) software and other intellectual property licenses pursuant to which the Borrower or Subsidiary is the licensee of the relevant software or intellectual property, as the case may be, (in which case, any prohibition or limitation shall relate only to the assets subject thereto; of the applicable license), (lxi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.04 and applicable solely to such joint venture and are entered into by Subsidiariesin the ordinary course of business, so long as and (xii) any agreements existing on the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower Closing Date and its Subsidiaries to meet their ongoing obligationsset forth on Schedule 8.09.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary of the Material Subsidiaries to, directly or indirectly, enter into, incur or permit to enter into exist or become effective, any “negative pledge” covenant or other similar agreement, instrumentrestriction or arrangement otherwise named that prohibits, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of a Borrower or any Loan Party of its Material Subsidiaries to create, incur, assume incur or suffer to exist any Lien upon any of their respective properties its property or revenuesassets as security for Indebtedness, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale ability of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions of Material Subsidiaries to pay dividends or conditions make any other distributions on its capital stock or any other interest or participation in its profits owned by a Borrower or any of its Material Subsidiaries, or pay any Indebtedness permitted pursuant owed to Section 7.01 that is incurred a Borrower, or assumed by Restricted Subsidiaries that are not Loan Parties any of its Material Subsidiaries, or to the extent make loans or advances to a Borrower or any of its Material Subsidiaries, or transfer any of its property or assets to a Borrower, or any of its Material Subsidiaries, except for such restrictions existing under or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case by reason of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 applicable law, (ii) this Agreement and any extensionthe other Credit Documents, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (liii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest interest, (iv) provisions in any agreement or agreements (including, without limitation, licenses, leases, agreements relating to the purchase or sale of any property, agreements relating to providing or obtaining any services) prohibiting or limiting the right to assign or transfer such agreement(s) or any rights therein, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens that are permitted under section 11.3(b) or (c) from the restrictions and prohibitions otherwise contained in section 11.3, (vi) customary restrictions affecting only a Material Subsidiary under any agreement or instrument governing any of the Borrower Indebtedness of a Material Subsidiary permitted pursuant to section 11.4, excluding any restriction on dividends or distributions to its stockholders, members or other equity holders (vii) restrictions affecting any Restricted Subsidiary; and (m) Foreign Subsidiary under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to section 11.4, and customary net worth provisions restrictions contained in real property leases entered into “comfort” letters and guarantees of any such Indebtedness, excluding any restriction on dividends or distributions to its stockholders, (viii) any Lien permitted by Subsidiariessection 11.3, so long (ix) any Operating Lease or Capital Lease, insofar as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to impair any other person, and (x) pursuant to the ability of Qualified Receivables Sale Agreement and the Borrower and its Subsidiaries to meet their ongoing obligationsQualified Receivables Purchase Agreement.

Restrictive Agreements. The None of the Borrower or any Subsidiary will notenter into, and will not incur or permit to exist any Restricted Subsidiary to enter into agreement or other arrangement that restricts or imposes any agreement, instrument, deed or lease that prohibits or limits condition upon (a) the ability of the Borrower or any Loan Party wholly-owned Domestic Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties or revenuesits assets to secure any Obligations, whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Creditors Borrower or any wholly-owned Domestic Subsidiary to Guarantee any Obligations or (c) the ability of any Subsidiary that is not a Loan Party to pay dividends or make other distributions with respect to its Equity Interests or to make or repay loans or advances to the Obligations Borrower or under the Loan Documentsany Subsidiary; provided that (i) the foregoing shall not apply to: to (aA) restrictions and conditions imposed by (1) Requirements of Law, (2) Law or by any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3B) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Effective Date and identified on Schedule 6.10 (provided that Schedule 6.10 shall be prepared after giving effect to the Merger and the other Transactions to occur on the Closing Date and as if they had occurred on the Effective Date) (but shall apply to any extensionamendment or modification expanding the scope of, renewal, amendment, modification or replacement thereof, except to the extent any such amendmentrestriction or condition which makes such restrictions and conditions, taken as a whole, materially more restrictive) and, if such restrictions and conditions relate to any Indebtedness, restrictions under any Refinancing Indebtedness of such Indebtedness, if such restrictions and conditions are not, taken as a whole, materially more restrictive, (C) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (D) restrictions and conditions imposed on any Subsidiary in existence at the time such Subsidiary became a Subsidiary (but shall apply to any amendment or modification or replacement expands expanding the scope of any such restriction or condition; condition which makes such restrictions and conditions, taken as a whole, materially more restrictive); provided that such restrictions and conditions apply only to such Subsidiary, and (E) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case entered into in the ordinary course of business; provided that such provisions apply only to the assets that are the subject of such lease, sub-lease, license, sub-license or other agreement and shall not apply to any other assets of the Borrower or any Subsidiary, (ii) clauses (a) and (b) of the foregoing shall not apply to restrictions on pledging joint venture interests included in customary provisions in joint venture agreements or arrangements and other agreements and other similar agreements applicable to joint ventures, (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by clause (vi) or (vii) of Section 6.01(a) if such restrictions or conditions apply only to the assets securing such Indebtedness, (B) restrictions on conditions on pledges or deposits constituting Permitted Encumbrances if such restrictions on conditions apply only to such pledges or deposits, (C) customary provisions in leases, licenses and other agreements restricting the assignment thereof , and (D) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or sale agreement to which the Borrower or any Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance solely of the property or assets of the Borrower or the Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property and (iv) clauses (b) and (c) of the foregoing shall not apply to (A) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Subsidiary, or any assets a business unit, division, product line or line of business, that are applicable solely pending such sale; provided that such restrictions and conditions apply only to the Subsidiary Subsidiary, or assets the business unit, division, product line or line of business, that is or are to be sold and such sale is permitted hereunder; , (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (eB) restrictions and conditions imposed by any agreement agreements relating to secured Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; clause (fvii) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary of Section 6.01(a) (but not shall apply to any amendment or modification or amendment expanding the scope of of, any such restriction or condition); , provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents orapply only to such Subsidiary, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hC) restrictions on cash (or Permitted Investments) or other deposits or net worth imposed by agreements customers under contracts entered into in the ordinary course of business business, and (or other restrictions on cash or deposits constituting Permitted Encumbrances); (iD) restrictions and conditions imposed by agreements relating to Indebtedness of Subsidiaries that are not Loan Parties permitted under Section 6.01(a), provided that such restrictions and conditions apply only to such Subsidiaries. Nothing in this paragraph shall be deemed to modify the requirements set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to in the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest definition of the Borrower term “Guarantee and Collateral Requirement” or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability obligations of the Borrower and its Subsidiaries to meet their ongoing obligationsLoan Parties under Sections 5.03, 5.04 or 5.12 or under the Security Documents.

Restrictive Agreements. The Holdings and the Borrower will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (i) the ability of Holdings, the Borrower or any Loan Party Guarantor to create, incur, assume or suffer to exist any Lien upon any Liens on property of their respective properties or revenues, whether now owned or hereafter acquired, such Person for the benefit of the Secured Creditors Parties with respect to the Obligations or under the Loan DocumentsDocuments or (ii) the ability of any Restricted Subsidiary of the Borrower that is not a Guarantor to pay dividends or other Distributions with respect to any of its Stock; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1A) Requirements of Law, (2B) any Loan Document, the Term Loan Documents(C) with respect to clause (ii) above, the Secured Notes or the Unsecured Notes (3) any documentation governing related to any Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5D) with respect to clause (ii) above, any documentation governing any Permitted Refinancing Debt incurred to refinance Refinance any such Indebtedness Debt referenced in clauses (1B) through (4C) above; (b) customary restrictions and conditions existing on the Closing Date and or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditioncondition in a manner adverse to Lenders; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such saleDisposition; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold Disposed and such sale Disposition is permitted hereunder; (d) customary provisions restrictions in leases, licenses subleases, licenses, sublicenses and other contracts restricting so long as such restrictions relate solely to the assignment thereofassets subject thereto; (e) restrictions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement to the extent such restriction applies only to the specific property securing such IndebtednessDebt and not all assets; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or conditioncondition in a manner adverse to Lenders); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 Permitted Debt that is incurred or assumed by Restricted Subsidiaries a Subsidiary that are is not Loan Parties a Guarantor to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior FinancingSubordinated Debt, are market terms terms, taken as a whole, at the time of issuance and or, in the case of any such Debt of any Subsidiary that is not a Guarantor, are imposed solely on such Restricted Subsidiary non-Guarantor and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) cash, Cash Equivalents or other deposits imposed by agreements entered into in the ordinary course of business or in the ordinary course of business for similarly situated businesses in the Borrower’s industry (or other restrictions on cash such cash, Cash Equivalents or deposits constituting Permitted EncumbrancesLiens permitted hereunder); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments and applicable solely to such joint venture and entered into (1) in the ordinary course of business or the ordinary course of business for similarly situated businesses in the Borrower’s industry or (2) to the extent that the Borrower determines, in its good faith business judgment, that entering into such joint venture is beneficial to Holdings and its Subsidiaries, taken as a whole, and is otherwise permitted by under this Agreement; (j) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under clauses (b), (c), (e), (f), (i), (o), (p), (q), (t), (u) and (v) of Section 7.048.12, but solely to the extent any negative pledge relates to the property financed by, the subject of or securing such Debt; (k) customary restrictions contained provisions restricting assignment, transfer or sub-letting of any agreement entered into in leases, subleases, licenses, sublicenses the ordinary course of business or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to in the assets subject theretoordinary course of business for similarly situated businesses in the Borrower’s industry; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property Real Estate leases entered into by the Holdings or any of its Restricted Subsidiaries, so long as the Holdings or Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Borrower Holdings and its Subsidiaries to meet their ongoing obligationsobligation; (m) provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by Holdings and its Restricted Subsidiaries of such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business or to the extent that the Borrower determines, in its good faith business judgment, that entering into such licenses and sublicenses is beneficial to Holdings and its Subsidiaries, taken as a whole (in which case such restriction shall relate only to such Intellectual Property); (n) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Holdings, Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of Holdings, the Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of Holdings, Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (o) [reserved]; (p) other restrictions described on Schedule 8.17; (q) restrictions or conditions imposed by any agreement relating to the IO-TEQ Debt, the EKU Debt, solely with respect to EKU Power Drives GmbH and EKU Power Drives Inc. and their assets; (r) restrictions set forth in the Flotek Notes, the Flotek Note Purchase Agreement, the Flotek Securities Purchase Agreement and the First Financial Loan Documents; (s) restrictions set forth in Organizational Documents with respect to Persons who are not wholly owned by Obligors and/or any of their Subsidiaries; and (t) restrictions and conditions imposed by any extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement of the contracts, instruments or obligations referred to in clauses (a) through (s) above; provided that such extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement is, in the good faith judgment of the Borrower, not materially more restrictive with respect to such restriction or condition taken as a whole than those prior to such extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement.

Restrictive Agreements. The Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to to, enter into any agreement, instrument, deed or lease that prohibits or limits (i) the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors Parties with respect to the Secured Obligations or under the Loan DocumentsDocuments or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Incremental Equivalent Debt, (4) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt, (5) any documentation governing Indebtedness of a Restricted Subsidiary that is not a Loan Party incurred pursuant to Section 6.01 and that do not apply to any Loan Party, (6) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx6.01(a) (v) (but only to the extent applicable to the assets financed by such Indebtedness (and replacements, additions, accessions and improvements to or proceeds of such assets and other assets financed by the same lender)), (xxi) vi), (viii), (x), (xi), (xii), (xiii), (xiv), (xv), (xvii), (xviii), (xxv), (xxvi), (xxix), (xxx), or (xxvi) xxxiv), and (57) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (46) above; (b) customary restrictions and conditions existing on the Closing Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses licenses, sublicenses and other contracts (including licenses and sublicenses of Intellectual Property) restricting the assignment thereofassignment, license, sublicense, transfer or security interest thereof or assets subject thereto; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Holdings, the Borrower or any Restricted Subsidiary (other than such Person that has become a Restricted Subsidiary); (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 6.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in shareholders agreements, joint venture agreements, organization constitutive documents or similar binding agreements relating to any joint venture or non-wholly-owned Restricted Subsidiary and other similar agreements applicable to joint ventures and non-wholly-owned Restricted Subsidiaries and applicable solely to such joint venture or non-wholly-owned Restricted Subsidiary and the Equity Interests issued thereby, in each case, permitted by Section 7.046.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases or other contracts entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of Holdings, the Borrower and its Subsidiaries to meet their ongoing obligations; (n) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien); (o) restrictions created in connection with any Qualified Securitization Facility; (p) any restrictions regarding licensing or sublicensing by Holdings and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business; (q) any restrictions that arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04; and (r) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Effective Date and permitted under Section 6.01 if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrances or restriction applies only during the continuance of a default relating to such agreement or instrument.

Restrictive Agreements. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to of its Subsidiaries to, enter into any agreementagreement prohibiting: (a) the creation or assumption of any Lien upon its properties, instrumentrevenues or assets, deed whether now owned or lease that prohibits or limits hereafter acquired; (b) the ability of any Loan Party to createamend or otherwise modify any Loan Document; or (c) the ability of any Subsidiary to make any payments, incurdirectly or indirectly, assume to Holdings or suffer to exist any Lien upon any the Borrower, including by way of their respective properties dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the other returns on investments. The foregoing prohibitions shall not apply to: to restrictions contained (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) in any Loan Document, (ii) in the Term Loan Documents, the Secured Notes or the Unsecured Notes case of clause (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xxa), (xxi) or (xxvi) and (5A) any documentation agreement governing any Permitted Refinancing incurred Indebtedness permitted by Section 7.02(e) as to refinance any the assets financed with the proceeds of such Indebtedness referenced in clauses Indebtedness, (1) through (4) above; (bB) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any of its assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (dC) customary provisions restrictions and conditions contained in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement agreements relating to secured Indebtedness a Qualified Receivables Transaction permitted by this Agreement to hereunder and the extent Motor Vehicle Financing, (D) agreements binding on a Subsidiary at the time such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person Subsidiary becomes a Restricted Subsidiary (but not any modification or amendment expanding of the scope of any such restriction or condition); provided that Borrower so long as such agreement was is not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; occurrence, (gE) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries agreements that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder, (F) restrictions or conditions imposed by Section 7.04; 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, (kG) with respect to clause (a) only, customary restrictions contained provisions in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby permits so long as such restrictions relate only to the assets property subject thereto; thereto (l) including customary provisions restricting subletting or restrictions on assignment of any lease governing a leasehold interest such leases, subleases. licenses and sublicenses), and (H) restrictions and conditions existing on the Closing Date contained in agreements that are not material Contractual Obligations of the Borrower Holdings or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries (but shall apply to meet their ongoing obligationsany extension of renewal of, or any amendment or modification expanding the scope of such restriction or condition), or (iii) (A) any agreement of a Foreign Subsidiary governing Indebtedness permitted by Section 7.02(f)(ii) and (B) any agreement governing Indebtedness permitted by Section 7.02(h).

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter (a) Enter into any agreementIndebtedness which: (i) contains any covenants more restrictive than the provisions of Articles VIII, instrumentIX and X; or (ii) contains any negative pledge on assets or restricts, deed limits or lease otherwise encumbers its ability to incur Liens on or with respect to any of its assets or properties other than the assets or properties securing such Indebtedness (other than (A) the Existing Notes (provided that prohibits such provisions may not be amended or modified to be more restrictive), (B) any Indebtedness incurred in accordance with Section 10.1(d) to refinance the Existing Notes (provided that such provisions may not be more restrictive than those contained in the Existing Notes), (C) the Canadian Credit Facility (provided that such provisions shall not be amended or modified except as permitted hereunder and thereunder) and (D) any Indebtedness incurred pursuant to Section 10.1(m)). (b) Enter into or permit to exist any agreement which impairs or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit Subsidiary of the Secured Creditors with respect Borrower to pay dividends to the Obligations Borrower or under to make or repay loans or advances to the Loan Documents; provided that the foregoing shall not apply to: Borrower other than (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, Applicable Law or the Term Loan Documents, the Secured Notes or the Unsecured Notes (3ii) any documentation governing Permitted Term Debt, legally enforceable restrictions and conditions which are permitted by clause (4iii) any documentation governing Indebtedness incurred pursuant to of Section 7.01(a)(xx), (xxi) or (xxvi6.1(n) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (biii) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any its assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsAgreement.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist any Restricted Subsidiary to enter into agreement or other arrangement that prohibits, restricts or imposes any agreement, instrument, deed or lease that prohibits or limits condition upon (a) the ability of the Borrower or any Loan Party Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets, whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Creditors any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Obligations Borrower or under any other Subsidiary or to Guarantee Indebtedness of the Loan DocumentsBorrower or any other Subsidiary; provided that (i) the foregoing shall not apply to: (a) to prohibitions, restrictions and conditions (x) imposed by law or (1y) Requirements contained in any of Law, (2) any Loan Document, the Term Loan Documents, (ii) the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant foregoing shall not apply to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and date hereof identified on Schedule 8.8 (but shall apply to any extensionextension or renewal of, renewal, amendment, or any amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement expands expanding the scope of of, any such restriction or condition; ), (ciii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (div) customary provisions in leases, licenses and other contracts restricting clause (a) of the assignment thereof; (e) foregoing shall not apply to 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, assets or Equity Interests securing any such Indebtedness; (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) clauses (a) and (b) of the foregoing shall not apply to agreements governing Indebtedness not restricted by, or Indebtedness permitted under, subsection 8.3 that contain restrictions no more materially restrictive, taken as a whole, than those contained in this Agreement and, in any event, in the case of any restriction subject to clause (a) above, include an exception permitting this Agreement (or any refinancing or replacement thereof permitted under such agreement) to be secured on an equal and ratable basis with any such applicable Indebtedness, (vii) clause (b) shall not apply to (x) agreements governing Indebtedness of a Subsidiary of the Borrower owed to the Borrower or (y) agreements governing Indebtedness of a Subsidiary of the Borrower that is a joint venture owed to the Borrower or any other lender under such agreement to the extent the Borrower is the administrative agent (or equivalent role) under such agreement and such restriction applies only to the property securing property, assets or Equity Interests of, or dividends, distributions, loans, advances, repayments or guarantees by, such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does (viii) clause (b) shall not apply to restrictions contained in the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 organizational documents of a Subsidiary that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties a joint venture to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any that such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate applies only to the property, assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Equity Interests of, or any Restricted dividends, distributions, loans, advances, repayments or guarantees by, such Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. (a) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, enter into, or permit to enter into exist, any agreement, instrument, deed Contractual Obligation (including Organization Documents) that encumbers or lease that prohibits or limits restricts in any material respect the ability of any such Person to (i) in the case of any Restricted Subsidiary, pay dividends or make any other distributions to any Loan Party to create, incur, assume on its Equity Interests or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its properties or assets to any Loan Party, or (v) in the Obligations or under case of any Domestic Subsidiary, act as a Guarantor pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; provided that the foregoing shall not apply to: , (aB) restrictions and conditions imposed by (1) Requirements of applicable Law, (2C) any Loan Document, the Term Loan Documents, the Secured Notes document or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation instrument governing Indebtedness incurred pursuant to Section 7.01(a)(xx8.01(d); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (D) Indebtedness of a Subsidiary which is not a Loan Party which is permitted by Section 8.01, so long as the Borrower has determined that such restrictions do not materially impair the ability of the Loan Parties (taken as a whole) to perform their obligations under this Agreement, (E) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (bF) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (eG) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent if such restrictions or conditions are no more restrictive apply only to the assets securing such Indebtedness, (H) customary provisions in leases and other contracts restricting the assignment thereof, (I) customary restrictions contained in documents executed in connection with any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Permitted Receivables Financing, are market terms at (J) any Lien permitted hereunder or any document or instrument governing any such Lien; provided that any such restriction contained therein relates only to the time asset or assets subject to such Lien, (K) any indenture agreement, instrument or other arrangement relating to the assets or business of issuance and are imposed solely on such any Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except existing prior to the extent any consummation of the Permitted Acquisition in which such amendment, modification or replacement expands the scope of any such restriction or condition; Subsidiary was acquired; (jL) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 7.04; 8.04 and applicable solely to such joint venture and/or Equity Interests therein, (kM) customary restrictions contained in leasessubordination provisions relating to intercompany Indebtedness, subleases(N) any agreements existing on the Closing Date and set forth on Schedule 8.09, licenses(O) restrictions in the indenture governing the Senior Notes as in effect on the Closing Date or contained in any agreements governing other Indebtedness issued following the Closing Date so long as not materially more restrictive (as determined in good faith by the Borrower) than the terms applicable under the indenture governing the Senior Notes as in effect on the Closing Date, sublicenses or asset sale agreements otherwise permitted hereby (P) restrictions applicable to any Person at the time such Person becomes a Subsidiary so long as such restriction applies on to such Person and its Subsidiaries and was not entered into in contemplation of such Person becoming a Subsidiary, (Q) restrictions entered into during a Collateral and Guarantee Suspension Period; (R) replacements, renewals, amendments and refinancings of any agreements described above so long as such replacement, renewals, amendments and refinancings are not materially more restrictive than the terms of the agreement being replaced, renewed, amended or refinanced; and (S) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Borrower, such conditions would not have a material adverse effect on the ability of any Loan Party to satisfy its Obligations hereunder. (b) The Borrower will not, nor will it permit any Guarantor to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets to secure the Obligations pursuant to the Loan Documents, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for the Obligations except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to applicable Law, (iii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.01(d); provided that in the case of Section 8.01(d) any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith (and any accessions, products or proceeds thereof), (iv) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder, (v) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the assets securing such Indebtedness, (vi) customary provisions in leases and other contracts restricting the assignment thereof, (vii) pursuant to the documents executed in connection with any Permitted Receivables Financing (but only to the extent that the related prohibitions against other encumbrances pertain to the applicable Transferred Assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such Permitted Receivables Financing), (viii) restrictions in any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (ix)) software and other Intellectual Property licenses pursuant to which the Borrower or Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject thereto; of the applicable license), (lx) customary provisions restricting subletting in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.04 and applicable solely to such joint venture and/or Equity Interests therein, (xi) any agreements existing on the Closing Date and set forth on Schedule 8.09, (xii) restrictions in the indenture governing the Senior Notes as in effect on the Closing Date or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, any agreements governing other Indebtedness issued following the Closing Date so long as the Borrower has not materially more restrictive (as determined in good faith by the Borrower) than the terms applicable under the indenture governing the Senior Notes as in effect on the Closing Date, (xiii) restrictions entered into during any Collateral and Guarantee Suspension Period, (xiv) replacements, renewals, amendments and refinancings of any agreements described above so long as such replacement, renewals, amendments and refinancings are not materially more restrictive than the terms of the agreement being replaced, renewed, amended or refinanced, and (xv) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Borrower, such net worth provisions conditions would not reasonably be expected to impair have a material adverse effect on the ability of the Borrower and any Loan Party to satisfy its Subsidiaries to meet their ongoing obligationsObligations hereunder.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter (a) Enter into any agreementIndebtedness which: (i) contains any covenants more restrictive than the provisions of Article VIII, instrumentArticle IX, deed Article X, or (ii) contains any negative pledge on assets or lease restricts, limits or otherwise encumbers its ability to incur Liens on or with respect to any of its assets or properties other than the assets or properties securing such Indebtedness (other than (A) the Existing Notes (provided that prohibits such provisions may not be amended or modified to be more restrictive), (B) any Indebtedness incurred in accordance with Section 10.1(d) to refinance the Existing Notes (provided that such provisions may not be more restrictive than those contained in the Existing Notes), (C) the U.S. Credit Facility (provided that such provisions shall not be amended or modified except as permitted hereunder and thereunder) and (D) any Indebtedness incurred pursuant to Section 10.1(m) (provided that such provisions may not be more restrictive than those contained in this Agreement). (b) Enter into or permit to exist any agreement which impairs or limits the ability of any Loan Party Subsidiary to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect pay dividends to the Obligations U.S. Borrower or under to make or repay loans or advances to the Loan Documents; provided that the foregoing shall not apply to: U.S. Borrower other than (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, Applicable Law or the Term Loan Documents, the Secured Notes or the Unsecured Notes (3ii) any documentation governing Permitted Term Debt, legally enforceable restrictions and conditions which are permitted by clause (4iii) any documentation governing Indebtedness incurred pursuant to of Section 7.01(a)(xx), (xxi) or (xxvi6.1(n) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (biii) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any its assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsAgreement.

Restrictive Agreements. The Borrower will not, and will not permit Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (i) of any Restricted Subsidiary to enter into make Restricted Payments to the Borrower or any agreementGuarantor or to otherwise transfer property to the Borrower or any Guarantor, instrument, deed or lease that prohibits or limits the ability (ii) of any Loan Party Restricted Subsidiary to Guarantee the Indebtedness of the Borrower hereunder or (iii) of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided, however, that clauses (i) and (iii) shall not prohibit any Lien upon negative pledge or similar provision, or restriction on transfer of property, incurred or provided in favor of any holder of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect Indebtedness permitted under Section 7.03(e) and Section 7.15 solely to the Obligations extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or transaction or any other property securing any other Indebtedness permitted under Section 7.03(e) or Section 7.15 to the Loan Documents; provided that extent permitted thereunder. Notwithstanding the foregoing shall foregoing, this Section 7.09 will not apply torestrict or prohibit: (a) to the extent constituting a limitation described in Section 7.09(i) above, restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to an agreement that has been entered into in connection with a transaction permitted pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred 7.05 with respect to refinance any such Indebtedness referenced in clauses (1) through (4) abovethe property that is subject to that transaction; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement pursuant to Section 7.03(b), (d) (to the extent secured under Section 7.01(x)), (e), (g), (i), (j), (k), or (t), in each case in respect of the limitation described in Section 7.09(iii) to the extent that such restriction applies restrictions apply only to the property or assets securing such Indebtedness; (c) provisions restricting subletting or assignment of Contractual Obligations; (d) to the extent constituting a limitation described in Section 7.09(i) above, restrictions contained in Indebtedness permitted under (x) Section 7.03(g) or (y) Sections 7.03 (g), (i), (s), (t) or (x), in the case of this clause (y) so long as such restrictions are no more restrictive, taken as a whole, to the Borrower and its Restricted Subsidiaries than the restrictions or covenants contained in this Agreement; (e) to the extent constituting a limitation described in Section 7.09(i) or 7.09(ii) above, provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business; (f) any to the extent constituting the limitation described in Section 7.09(i) or 7.09(ii) above, customary restrictions on a Receivables Subsidiary and Receivables Program Assets effected in connection with a Qualified Receivables Transaction; (g) to the extent constituting a limitation described in Section 7.09(i) above, restrictions on cash or conditions set forth in any agreement in effect at any time any Person becomes a other deposits or net worth imposed by customers on the Borrower and its Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not Subsidiaries under contracts entered into in contemplation the ordinary course of such Person becoming business; (h) to the extent constituting a limitation described in Section 7.09(i) above, encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any of its Restricted Subsidiary and the restriction or condition set forth Subsidiaries in such agreement does not apply any manner material to the Borrower or any of its Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hi) (x) to the extent constituting a limitation described in Section 7.09(i) above, encumbrances or restrictions existing under, by reason of or with respect to customary provisions contained in leases, licenses of intellectual property and other agreements, in each case, entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business and (y) to the extent constituting a limitation described in Section 7.09(iii) above, encumbrances or restrictions existing under, by reason of or with respect to customary provisions contained in licenses of intellectual property or leases which prohibit the granting of a Lien on cash such intellectual property licensed to the Borrower or any of its Restricted Subsidiaries pursuant to the lease or license agreement, in each case, (i) entered into by the Borrower or Permitted Investmentsany of its Restricted Subsidiaries with parties that are not the Borrower or any of its Restricted Subsidiaries and (ii) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances);or (ij) (x) restrictions set forth in any of the Senior Notes, in each case as in effect on Schedule 7.09 the Closing Date or as amended, modified, refinanced, replaced, renewed or extended in a manner that is not more restrictive, taken as a whole, than the Senior Notes as in effect on the Closing Date and (y) similar restrictions set forth in any extensionsimilar Indebtedness permitted to be incurred hereunder after the Closing Date, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as provided that such restrictions relate only to are no more restrictive, taken as a whole, than those set forth in the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Senior Notes as in effect on the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsClosing Date.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist any Restricted Subsidiary to enter into any agreementagreement or other arrangement that (a) prohibits, instrument, deed encumbers or lease that prohibits or limits restricts the ability of any Loan Party such Person to create(i) make Restricted Payments to the Borrower or any Subsidiary, incur(ii) pay any Indebtedness or other obligation owed to the Borrower or any Subsidiary, assume (iii) make loans or suffer advances to exist the Borrower or any Lien upon Subsidiary, (iv) transfer any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect its property to the Obligations Borrower or any Subsidiary, (v) create Liens on or otherwise pledge its property under the Loan Documents; provided that Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the foregoing shall not apply to: Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (ai) restrictions and conditions imposed by through (vi) above for: (1) Requirements of Lawany Loan Document, (2) any Loan Documentinstrument or agreement relating to Indebtedness existing on the Effective Date and permitted under Section 6.01(b), the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation agreements governing Permitted Term Debtany purchase money Liens or Capital Lease Obligations otherwise permitted by this Agreement (in which case, any prohibition or limitation shall be effective only against the assets financed thereby), (4) any documentation agreements governing Indebtedness incurred pursuant to Section 7.01(a)(xx)any leasehold interest (including any rights of way, (xxiallocation agreements and other similar such interests in real estate) or (xxvi) and building entry agreements that limit the ability to grant a security interest in such leasehold interest or building entry agreements, (5) any documentation governing any Permitted Refinancing incurred with respect to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are specific property to be sold and such sale is pursuant to an agreement in connection with a Disposition permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties solely to the extent such restrictions or conditions are no more restrictive limited to the property to be Disposed of), (6) customary anti-assignment provisions in any material respect than contracts restricting the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements assignment thereof entered into in the ordinary course of business business, (or other 7) agreements relating to Indebtedness permitted by Sections 6.01(c), (d), (k), (l), and (m), (8) customary restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and conditions contained in any extension, renewal, amendment, modification or replacement thereof, except agreement relating to the extent any such amendment, modification or replacement expands the scope sale of any property permitted under Section 6.05 pending the consummation of such sale, and (9) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements is not applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leasesany Person, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the properties or assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest Person, other than the Person or the properties or assets of the Borrower Person so acquired or (b) requires the grant of any Restricted Subsidiary; and (m) customary net worth provisions contained in real security for any obligation if such property leases entered into by Subsidiaries, so long is given as security for the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsObligations.

Restrictive Agreements. The Holdings and the Borrower will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (i) the ability of Holdings, the Borrower or any Loan Party Guarantor to create, incur, assume or suffer to exist any Lien upon any Liens on property of their respective properties or revenues, whether now owned or hereafter acquired, such Person for the benefit of the Secured Creditors Parties with respect to the Obligations or under the Loan DocumentsDocuments or (ii) the ability of any Restricted Subsidiary of the Borrower that is not a Guarantor to pay dividends or other Distributions with respect to any of its Stock; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1A) Requirements of Law, (2B) any Loan Document, the Term Loan Documents(C) with respect to clause (ii) above, the Secured Notes or the Unsecured Notes (3) any documentation governing related to any Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5D) with respect to clause (ii) above, any documentation governing any Permitted Refinancing Debt incurred to refinance Refinance any such Indebtedness Debt referenced in clauses (1B) through (4C) above; (b) customary restrictions and conditions existing on the Closing Date and or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditioncondition in a manner adverse to Lenders; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such saleDisposition; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold Disposed and such sale Disposition is permitted hereunder; (d) customary provisions restrictions in leases, licenses subleases, licenses, sublicenses and other contracts restricting so long as such restrictions relate solely to the assignment thereofassets subject thereto; (e) restrictions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement to the extent such restriction applies only to the specific property securing such IndebtednessDebt and not all assets; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or conditioncondition in a manner adverse to Lenders); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 Permitted Debt that is incurred or assumed by Restricted Subsidiaries a Subsidiary that are is not Loan Parties a Guarantor to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior FinancingSubordinated Debt, are market terms terms, taken as a whole, at the time of issuance and or, in the case of any such Debt of any Subsidiary that is not a Guarantor, are imposed solely on such Restricted Subsidiary non-Guarantor and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) cash, Cash Equivalents or other deposits imposed by agreements entered into in the ordinary course of business or in the ordinary course of business for similarly situated businesses in the Borrower’s industry (or other restrictions on cash such cash, Cash Equivalents or deposits constituting Permitted EncumbrancesLiens permitted hereunder); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments and applicable solely to such joint venture and entered into (1) in the ordinary course of business or the ordinary course of business for similarly situated businesses in the Borrower’s industry or (2) to the extent that the Borrower determines, in its good faith business judgment, that entering into such joint venture is beneficial to Holdings and its Subsidiaries, taken as a whole, and is otherwise permitted by under this Agreement; (j) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under clauses (b), (c), (e), (f), (i), (o), (p), (q), (t), (u) and (v) of Section 7.048.12, but solely to the extent any negative pledge relates to the property financed by, the subject of or securing such Debt; (k) customary restrictions contained provisions restricting assignment, transfer or sub-letting of any agreement entered into in leases, subleases, licenses, sublicenses the ordinary course of business or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to in the assets subject theretoordinary course of business for similarly situated businesses in the Borrower’s industry; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property Real Estate leases entered into by the Holdings or any of its Restricted Subsidiaries, so long as the Holdings or Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Borrower Holdings and its Subsidiaries to meet their ongoing obligationsobligation; (m) provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by Holdings and its Restricted Subsidiaries of such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business or to the extent that the Borrower determines, in its good faith business judgment, that entering into such licenses and sublicenses is beneficial to Holdings and its Subsidiaries, taken as a whole (in which case such restriction shall relate only to such Intellectual Property); (n) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Holdings, Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of Holdings, the Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of Holdings, Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (o) [reserved]; restrictions or conditions imposed by any arrangement relating to the Well Services Debt solely with respect to U.S. Well Services, Inc. and its Subsidiaries and/or their respective assets; (p) other restrictions described on Schedule 8.17; (q) restrictions or conditions imposed by any agreement relating to the IO-TEQ Debt, the EKU Debt, solely with respect to EKU Power Drives GmbH and EKU Power Drives Inc. and their assets; (r) restrictions set forth in the Flotek Notes, the Flotek Note Purchase Agreement, the Flotek Securities Purchase Agreement and the First Financial Loan Documents; (s) restrictions set forth in Organizational Documents with respect to Persons who are not wholly owned by Obligors and/or any of their Subsidiaries; and (t) restrictions and conditions imposed by any extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement of the contracts, instruments or obligations referred to in clauses (a) through (s) above; provided that such extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement is, in the good faith judgment of the Borrower, not materially more restrictive with respect to such restriction or condition taken as a whole than those prior to such extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement.

Restrictive Agreements. The Borrower will notDirectly or indirectly, and will not enter into, or incur or permit to exist any Restricted Subsidiary to enter into agreement or other arrangement that prohibits, restricts or imposes any agreement, instrument, deed or lease that prohibits or limits condition upon (a) the ability of any Loan Party Borrower Group Member to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its material Property or revenuesassets (except as permitted under Section 6.01), whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Creditors Borrower or any other wholly-owned Subsidiary to pay dividends or other distributions with respect to, or to the Obligations return capital in respect of its common Equity Interests or under the Loan Documentsto make or repay loans or advances to any Borrower Group Member or to Guarantee Indebtedness of any Borrower Group Member; provided that the foregoing shall not apply to: (ai) prohibitions, restrictions and conditions imposed by (1) Requirements of Lawapplicable Laws, (2) any Loan Document, the Term Loan Documents, the Secured Notes Governmental Authority or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) abovethis Agreement; (bii) customary prohibitions, restrictions and conditions existing identified on the Closing Date and any extension, renewal, Schedule 3.14 or otherwise resulting from or relating to Existing Indebtedness (without amendment, modification or replacement thereofwaiver, except other than in connection with Permitted Refinancing Indebtedness) or prohibitions, restrictions and conditions not more restrictive taken as a whole than such provisions in agreements entered into after the Effective Date to the extent any such amendment, modification evidence or replacement expands the scope of any such restriction or conditiongovern Indebtedness that is permitted by this Agreement; (ciii) provisions of the type described in clause (a) above imposed by the holder of any Lien permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇) and (s) but solely with respect to the property purported to be encumbered by such Lien; (iv) any agreement in effect at the time any Person becomes a Subsidiary pursuant to a Permitted Acquisition and not in contemplation of, or in connection with, such Person becoming a Subsidiary and only relating to or in connection with the Property or assets of such Person (and any extensions, renewals, or replacements of such agreement so long as any restrictions and conditions in such extended, renewed or replaced agreement are not more restrictive than the applicable original agreement or extend to additional Property); (v) customary restrictions and conditions contained in agreements relating to the sale any Disposition of a Subsidiary any asset or any assets pending such saleproperty; provided that such restrictions and conditions only apply only to the Subsidiary asset or assets that is or are property to be sold sold, assigned or transferred and such sale sale, assignment or transfer is permitted hereunder;by Section 6.02; and (dvi) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by or transfer of any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsbusiness.

Restrictive Agreements. The Borrower will notNone of the Company or any Subsidiary will, and will not directly or indirectly, enter into, incur or permit to exist any Restricted Subsidiary to enter into agreement or other arrangement that restricts or imposes any agreement, instrument, deed or lease that prohibits or limits condition upon (a) the ability of the Company or any Loan Party Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its assets to secure any Secured Obligations or revenues, whether now owned (b) the ability of any Subsidiary to pay dividends or hereafter acquired, for the benefit of the Secured Creditors other distributions with respect to its Equity Interests or to make or repay loans or advances to the Obligations Company or under any Subsidiary or to Guarantee Indebtedness of the Loan DocumentsCompany or any Subsidiary; provided that (i) the foregoing shall not apply to: to (aA) restrictions and conditions imposed by (1) Requirements of Law, (2) law or by any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3B) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Effective Date and identified on Schedule 6.10 (but shall apply to any extension, renewal, amendment, amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement expands expanding the scope of any such restriction or condition; ), (cC) restrictions and conditions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.01(a) (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), provided that such restrictions and conditions apply only to such Subsidiary, (D) restrictions and conditions imposed by agreements relating to Indebtedness of Subsidiaries that are not Subsidiary Loan Parties permitted under Section 6.01(a), provided that such restrictions and conditions apply only to such Subsidiaries, (E) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis, (F) in the case of any non-wholly-owned Subsidiary, customary provisions in its organizational governance documents and other similar agreements that impose restrictions and conditions only on such Person and restrict the transfer of ownership interests in the relevant Person, (G) restrictions imposed by customary provisions to maintain cash or other deposits or minimum net worth imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such cash or other deposits or restrictions exist, (H) those arising pursuant to an agreement or instrument governing any Indebtedness permitted to be incurred after the Effective Date if such encumbrances or restrictions, taken as a whole, are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, taken as a whole (as reasonably determined in good faith by the Company); and (I) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit provided by any Governmental Authority; (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.01(a) if such restrictions or conditions apply only to the assets securing such Indebtedness or (B) customary provisions in leases and other agreements restricting the assignment thereof and (iii) clause (b) of the foregoing shall not apply to (A) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Subsidiary, or any assets a business unit, division, product line or line of business, that are applicable solely pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary Subsidiary, or assets the business unit, division, product line or line of business, that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, incur or permit to enter into exist any agreement, instrument, deed agreement or lease other arrangement that prohibits or limits restricts (a) the ability of the Borrower or any Loan Party Restricted Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of assets to secure the Secured Creditors with respect to the Obligations or under (b) the Loan Documentsability of any Restricted Subsidiary to declare or make any Restricted Payment; provided that (A) the foregoing shall not apply to: (a) to prohibitions, restrictions and conditions imposed by (1) Requirements any Requirement of Law, Liens permitted under Section 6.02 or any document or instrument governing such Liens; provided that any such restriction contained therein only relates to the assets or property subject to such Lien, subordinated Indebtedness, the documents governing any Indebtedness of a Loan Party permitted to be incurred pursuant to Section 6.01(c), (2f), (g), (h) or (i) or by any Loan Document, (B) the Term Loan Documentsforegoing shall not apply to prohibitions, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Effective Date and any extension, renewal, amendment, modification or replacement thereof, except identified on Schedule 6.08 to the extent Disclosure Letter (but shall apply to any such amendmentextension or renewal of, modification or replacement expands any amendment or modification, in each case, expanding the scope of of, any such restriction or condition; ), (cC) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the sale Disposition of a Subsidiary or any assets pending such sale; Disposition, provided that such prohibitions, restrictions and conditions apply only to the assets or Restricted Subsidiary or assets that is or are to be sold Disposed of and such sale Disposition is permitted hereunder; , (dD) the foregoing clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions either (1) apply only to the property or assets securing such Indebtedness, (2) do not impair the ability of the Loan Parties or any other Restricted Subsidiary to perform their obligations under this Agreement or the other Loan Documents, and are not materially more burdensome taken as a whole than that those contained under this Agreement or the other Loan Documents, (3) are customary provisions contained in leases, subleases, licenses and sublicenses and other contracts restricting the assignment, subletting or encumbrance thereof, customary net worth provisions or similar financial maintenance provisions contained therein and other customary provisions contained in leases, subleases, licenses and sublicenses and other contracts entered into in the ordinary course of business, or (4) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (E) the foregoing clause (a) shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof; , (eF) the foregoing shall not apply to prohibitions, restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to and conditions that are binding on a Restricted Subsidiary at the extent time such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person Restricted Subsidiary first becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition); provided that such agreement was restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and Subsidiary, (G) the restriction or condition set forth in such agreement does foregoing shall not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; 6.04 and applicable solely to such joint venture and entered into in the ordinary course of business, (kH) customary the foregoing shall not apply to encumbrances or restrictions contained in leases, subleases, licenses, sublicenses on cash or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest other deposits imposed by customers of the Borrower or any Restricted SubsidiarySubsidiary under contracts entered into in the ordinary course of business; and (mI) clause (b) of the foregoing shall not apply to customary restrictions in indentures for Convertible Securities, unsecured high yield debt securities or investment grade securities that are, in each case, permitted hereunder; and (J) customary net worth provisions contained restrictions under any arrangement with any Governmental Authority imposed on any Foreign Subsidiary in real property leases entered into by Subsidiariesconnection with governmental grants, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsfinancial aid, tax holidays or similar benefits or economic interests.

Restrictive Agreements. The Borrower will not(a) Except as permitted pursuant to Section 6.11(c) below, and will not permit any Restricted Subsidiary to enter into any agreementDebt which contains any negative pledge on assets or any covenants more restrictive than the provisions of Article 5 or 6 hereof, instrumentor which restricts, deed limits or lease that prohibits otherwise encumbers its ability to incur Liens on or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to any of its assets or properties other than the Obligations assets or under the Loan Documentsproperties securing such Debt; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating the First Lien Credit Agreement. (b) Except as permitted pursuant to Section 6.11(c) below, enter into or permit to exist any agreement which impairs or limits the ability of any Subsidiary of the Borrower to pay dividends or intercompany advances to the sale of a Subsidiary or any assets pending such saleBorrower; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does foregoing shall not apply to the Borrower or any Restricted Subsidiary;restrictions and conditions contained in the First Lien Credit Agreement. (gc) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to Notwithstanding the extent such restrictions or conditions are no more restrictive in any material respect than foregoing, the restrictions and conditions provided in Sections 6.11(a) and (b) above shall not prohibit or limit in any manner any restrictions (i) in agreements evidencing Debt permitted by Sections 6.01(e) and (f) that impose restrictions relating solely to the property so acquired with such Debt, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) customary restrictions or conditions imposed by (x) law or (y) in any of the Loan Documents oror Financial Hedging Agreements, (iv) in any Lien permitted under Section 6.02 or any document or instrument governing any such Lien; provided that any such restriction contained therein relates only to the case asset or assets subject to such Lien; (v) in any instrument governing Debt or Equity Interests of Junior Financinga Person acquired by any GGS Company pursuant to a Permitted Acquisition, are market terms which encumbrance or restriction was in existence at the time of issuance such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition) and are imposed solely on 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 (including, but not limited to, such Restricted Subsidiary Person’s direct and its Subsidiaries; indirect subsidiaries), provided that any such encumbrance or restriction contained therein relates only to such Debt or Equity Interests so acquired and that any such encumbrances or restrictions, individually or in the aggregate, shall not materially affect any Loan Party’s ability to pay the Obligations; (hvi) restrictions on cash contained in the First Lien Credit Agreement or any other First Lien Loan Document; (or Permitted Investmentsvii) or other deposits imposed by in agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extensionin accordance with customary industry practice, renewal, amendment, modification or replacement thereof, except to the extent provided that any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions therein relate only to such agreements and that any such restrictions, individually or in the assets subject thereto; aggregate, shall not materially affect any Loan Party’s ability to pay the Obligations; and (lviii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary on net worth provisions contained in real property leases imposed by customers or suppliers under contracts entered into by Subsidiaries, so long as in the Borrower has determined ordinary course of business in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsaccordance with customary industry practice.

Restrictive Agreements. The Borrower will not, and will not Enter into or permit to exist any Restricted Subsidiary to enter into any agreement, instrument, deed or lease agreement that prohibits or limits restricts the ability of any Loan Party Material Subsidiary to createpay dividends or other distributions, incuror to make or repay loans or advances, assume or suffer to exist Equistar or, in the case of dividends, to any Lien upon any other Subsidiary owning capital stock of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documentssuch Subsidiary; provided that the foregoing shall not apply to: (a) customary restrictions and conditions imposed by contained in (1) Requirements of Law, (2i) any Loan Documentagreement relating to the sale of a Material Subsidiary, the Term Loan Documentsor all or substantially all of its assets, the Secured Notes pending such sale or the Unsecured Notes (3ii) any documentation governing Permitted Term Debtagreement relating to secured Indebtedness permitted by this Agreement, (4) any documentation governing Indebtedness incurred pursuant if such restrictions or conditions apply only to Section 7.01(a)(xx)such Subsidiary or to the property or assets securing such Indebtedness, (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) aboveas the case may be; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses leases and other contracts restricting the assignment thereof; (ec) restrictions imposed by any agreement relating and conditions existing with respect to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person at the time it becomes a Restricted Material Subsidiary (but and not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into created in contemplation of such Person becoming a Restricted Material Subsidiary, which restrictions are 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 becoming a Material Subsidiary; (d) existing agreements as in effect on the Closing Date and listed on Schedule 4.05; (e) restrictions arising under applicable law; (f) restrictions contained in agreements governing Indebtedness permitted hereunder which restrictions are not materially less favorable to Equistar and its Subsidiaries than the terms of the 2001 Indenture (as in effect on the Closing Date, whether or not such Indenture is in effect at the time in question) and restrictions in Section 4.11 on dividends and distributions by a Subsidiary and the restriction to Equistar or condition set forth in such agreement does not apply to the Borrower or any Restricted another Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financinga Material Subsidiary that is a joint venture, are market terms at the time of issuance and are imposed solely customary restrictions on such Restricted Material Subsidiary contained in its joint venture agreement, which restrictions are consistent with the past practice of Equistar and its Subsidiaries;members of the Existing Control Group (as conclusively evidenced by a resolution of the Partnership Governance Committee); or (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in under the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsTransaction Documents.

Restrictive Agreements. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to of its Subsidiaries to, enter into any agreementagreement prohibiting: (a) the creation or assumption of any Lien upon its properties, instrumentrevenues or assets, deed whether now owned or lease that prohibits or limits hereafter acquired; (b) the ability of any Loan Party to createamend or otherwise modify any Loan Document; or (c) the ability of any Subsidiary to make any payments, incurdirectly or indirectly, assume to Holdings or suffer to exist any Lien upon any the Borrower, including by way of their respective properties dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the other returns on investments. The foregoing prohibitions shall not apply to: to restrictions contained (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) in any Loan Document, (ii) in the Term Loan Documents, the Secured Notes or the Unsecured Notes case of clause (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xxa), (xxi) or (xxvi) and (5A) any documentation agreement governing any Permitted Refinancing incurred Indebtedness permitted by Section 7.02(e) as to refinance any the assets financed with the proceeds of such Indebtedness referenced in clauses Indebtedness, (1) through (4) above; (bB) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any of its assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (dC) customary provisions restrictions and conditions contained in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement agreements relating to secured Indebtedness a Qualified Receivables Transaction permitted by this Agreement to hereunder and the extent Motor Vehicle Financing, (D) agreements binding on a Subsidiary at the time such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person Subsidiary becomes a Restricted Subsidiary (but not any modification or amendment expanding of the scope of any such restriction or condition); provided that Borrower so long as such agreement was is not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; occurrence, (gE) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries agreements that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder, (F) restrictions or conditions imposed by Section 7.04; 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, (kG) with respect to clause (a) only, customary restrictions contained provisions in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby permits so long as such restrictions relate only to the assets property subject thereto; thereto (l) including customary provisions restricting subletting or restrictions on assignment of any lease governing a leasehold interest such leases, subleases. licenses and sublicenses), and (H) restrictions and conditions existing on the Restatement Effective Date contained in agreements that are not material Contractual Obligations of the Borrower Holdings or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries (but shall apply to meet their ongoing obligationsany extension of renewal of, or any amendment or modification expanding the scope of such restriction or condition), or (iii) (A) any agreement of a Foreign Subsidiary governing Indebtedness permitted by Section 7.02(f)(ii) and (B) any agreement governing Indebtedness permitted by Section 7.02(h).

Restrictive Agreements. The Borrower Such Obligor will not, and will not permit any Restricted Subsidiary to of its Subsidiaries to, directly or indirectly, enter into any agreementinto, instrument, deed incur or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer permit to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply to: Restrictive Agreement other than (ai) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, applicable Laws or by the Term Loan Documents, the Secured Notes or the Unsecured Notes (3ii) any documentation governing Permitted Term DebtRestrictive Agreements listed on Schedule 7.15, (4iii) limitations associated with Permitted Liens or any document or instrument governing any Permitted Lien, (iv) any documentation governing Indebtedness incurred pursuant to referenced in Section 7.01(a)(xx9.01(l), (xxim) or (xxvio) and (5) any documentation governing or any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses thereof), (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (dv) customary provisions in leases, licenses subleases, Permitted Licenses and other contracts Contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to thereof or restricting the extent such restriction applies only to assignment, pledge, transfer or sublease or sublicense of the property securing such Indebtedness; leased, licensed or otherwise the subject thereof; (fvi) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; ; (gvii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 9.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties Obligors to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents Documents; (viii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness and other secured Indebtedness or to leases, subleases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the property leased, subleased or licensed; (ix) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder (or, in the case of Junior Financingthe sale of Holdings or the Borrower, are market terms at such agreement contemplates the time repayment in full of issuance the Obligations hereunder (other than inchoate indemnification and are imposed solely on such Restricted Subsidiary and its Subsidiaries; expense reimbursement obligations for which no claim has been made); (hx) restrictions on cash (customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any Permitted Investments) License or any other deposits imposed by agreements agreement entered into in the ordinary course of business Ordinary Course; (xi) customary net worth provisions or other restrictions on cash or deposits constituting Permitted Encumbrances); similar financial maintenance provisions contained in any agreement entered into by a Subsidiary; (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (jxii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; and applicable solely to such joint ventures; and (kxiii) customary restrictions contained or encumbrances in leasesany agreement in effect at the time a Person becomes a Subsidiary, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases agreement was not entered into by Subsidiaries, so long as the Borrower has determined in good faith that contemplation of such net worth provisions would Person becoming a Subsidiary and such restrictions or encumbrances do not reasonably be expected to impair the ability of the Borrower and extend beyond such Subsidiary or its Subsidiaries to meet their ongoing obligationsassets.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to enter (a) Enter into any agreementIndebtedness which contains any negative pledge on assets or any covenants more restrictive than the provisions of Articles IX, instrumentX and XI hereof, deed or lease that prohibits which restricts, limits or limits the otherwise encumbers its ability of any Loan Party to create, incur, assume incur Liens on or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to any of its assets or properties other than the Obligations assets or under the Loan Documentsproperties securing such Indebtedness; provided that the foregoing shall not apply to: to those limitations in the 2026 Notes Indenture (aor any modification, refinancing, refunding, renewal or extension of any Indebtedness in connection with the 2026 Senior Notes issued thereunder (but not increasing the aggregate principal amount thereof)) restrictions and conditions imposed by (1) Requirements of Law, (2) or in any Loan Document, the Term Loan Documents, the Secured Notes indenture or the Unsecured Notes (3) similar agreement governing any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred issued pursuant to Section 7.01(a)(xx)11.1(m) so long as such limitations are no more restrictive than those limitations set forth in the 2026 Senior Notes Indenture and permits, (xxi) as of the date of execution thereof, Liens to secure the Commitments and Loans as well as the unused amount available for Incremental Term Loans or (xxviincreases in the Revolving Credit Commitment pursuant to Sections 2.7(c)(v) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above;2.8(c)(v). (b) customary restrictions and conditions existing on Enter into or permit to exist any agreement or instrument which impairs, restricts, limits or otherwise encumbers (by covenant or otherwise) the Closing Date and ability of any extension, renewal, amendment, modification or replacement thereof, except Subsidiary of the Parent Borrower to make any payment to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Parent Borrower or any Restricted Subsidiary; of its Subsidiaries (gin the form of dividends, intercompany advances or otherwise) restrictions for the purpose of enabling the Parent Borrower to pay the Obligations except for (i) such impairments, restrictions, limitations or conditions in any encumbrances existing under the Loan Documents and (ii) such impairments, restrictions, limitations or encumbrances existing under the Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties 11.1(d) with respect to the extent asset which is the subject of such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsIndebtedness.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, directly or indirectly enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of any such Loan Party or any Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets (other than as permitted under Section 6.02), whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Creditors any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to the Obligations Borrower or under any other Subsidiary or to Guarantee Indebtedness of the Loan DocumentsBorrower or any other Subsidiary; provided that (i) the foregoing shall not apply to: to (aA) restrictions and conditions imposed by (1) Requirements any Requirement of Law, (2) Law or by any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3B) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.10 and any extension, renewal, amendment, modification amendments or replacement thereof, except to the extent any such amendment, modification or replacement expands modifications thereof that do not materially expand the scope of any such restriction or condition; condition taken as a whole, (cC) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) customary restrictions or conditions contained in any agreement relating to the disposition of any property permitted by Section 6.03 pending the consummation of such disposition, (E) restrictions in the transfer of assets encumbered by a Lien permitted by Section 6.02(d), (F) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (G) restrictions on cash or other deposits (including escrowed funds) imposed under contracts entered into in the ordinary course of business; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary; (ii) clause (a) of the Subsidiary foregoing shall not apply to restrictions or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; ; and (fiii) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary clause (but not any modification or amendment expanding a) of the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does foregoing shall not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to leases restricting the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsthereof.

Restrictive Agreements. The Parent Borrower will not, and will not permit any Restricted Subsidiary to of its Subsidiaries to, enter into or incur any agreementagreement or other contractual arrangement to which any of them is party that, instrumentdirectly or indirectly, deed or lease that prohibits or limits materially restricts the ability of any Loan Party Subsidiary (other than any Subsidiary that is not a Material Subsidiary): (a) to create, incur, assume pay cash dividends or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors other cash distributions with respect to any of its Capital Stock; or (b) to make or repay loans or advances to the Parent Borrower or any other Subsidiary; or (c) to incur Guarantee Obligations or under that are required by the terms of the Loan DocumentsDocuments in respect of the Revolving Commitments; provided that the foregoing shall not apply toto any of the following: (ai) restrictions and conditions imposed by (1) Requirements any Requirement of Law, (2) any Loan Document, the Term Loan Documents, the Secured Notes Law or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) aboveby this Agreement; (bii) customary restrictions and conditions arising under any agreement or arrangement that exists on the date hereof or that renews, extends, refinances, refunds or replaces any agreement or arrangement existing on the Closing Date and any extensiondate hereof, renewalincluding successive renewals, amendmentextensions, refinancings, refundings or replacements (it being understood that no amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement that materially expands the scope of any such restriction the restrictions, taken as a whole, in the agreement governing the Indebtedness being renewed, extended, refinanced, refunded or conditionreplaced shall be permitted by this clause); (ciii) restrictions arising under any agreement or arrangement providing for, securing, guaranteeing or otherwise supporting additional Indebtedness not contemplated by clause (ii) above of the Parent Borrower or any of its Subsidiaries which in the good faith judgment of the Parent Borrower are either substantially consistent with the restrictions under financing agreements and conditions arrangements in effect on the date hereof or at least as favorable as customary market terms taken as a whole on the date of issuance thereof for issuers with a similar credit rating; (iv) restrictions contained in agreements or arrangements relating to the sale or other Disposition of a Subsidiary (or any assets of its assets) pending such sale; Disposition, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale disposition is permitted hereunder; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (hv) restrictions on cash (or Permitted Investments) or other deposits imposed by customers under agreements entered into in the ordinary course of business business; (vi) customary restrictions in connection with securitizations of accounts receivable or other restrictions on arising in connection with supply chain financing arrangements, in each case, in an aggregate amount as to all such programs of up to US$350,000,000 at any one time outstanding (calculated by reference to (x) in the case of securitizations, the maximum financing amount available for any Special Purpose Subsidiary under each such program and (y) in the case of supply chain financing arrangements, the amount of cash proceeds received by the Parent Borrower or deposits constituting Permitted Encumbrancesany of its Subsidiaries from sales of outstanding accounts receivable giving rise to any such restrictions); (ivii) restrictions set forth relating to a Person that after the date hereof becomes, or is merged or consolidated with, a Subsidiary of the Parent Borrower (or relating to any property or assets acquired by the Parent Borrower or any of its Subsidiaries after the date hereof), if such restrictions were in effect on Schedule 7.09 the date of such transaction and were not incurred in contemplation of such transaction and any extension, renewal, amendment, modification or replacement thereof, except to the extent any renewals and extensions thereof (it being understood that such amendment, modification or replacement expands renewals and extensions do not materially expand the scope of any such restriction or conditionthe restrictions); (jviii) customary provisions restrictions in agreements among the Parent Borrower and its Subsidiaries that may be waived by the Parent Borrower or any of its Subsidiaries without the consent of any other Person; (ix) restrictions by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Parent Borrower or any of its Subsidiaries or any of their businesses; (x) restrictions contained in joint venture agreements, partnership agreements and other similar agreements with respect to a joint ownership arrangement restricting the disposition or distribution of assets or property of, or the activities of, such joint venture, partnership or other joint ownership entity, or any of such Person’s subsidiaries, if such restrictions are not applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses the property or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiaryother Person; and (mxi) restrictions arising under any agreement or arrangement in connection with the Subsidiary Credit Facility which, in each case, in the good faith judgment of the Parent Borrower, (x) are at least as favorable as customary net worth provisions market terms for similar credit facilities taken as a whole on the date of issuance thereof for issuers with a similar credit rating or (y) will not affect the Borrowers’ ability to make principal and interest payments on the Loans. Nothing contained in real property leases entered into by Subsidiaries, so long as this Section 7.5 shall prevent the Parent Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability or any of the Borrower and its Subsidiaries from creating, incurring, assuming or suffering to meet their ongoing obligationsexist any Permitted Encumbrances or any other Liens otherwise permitted by Section 7.2, or restricting dispositions of property or assets subject to any such Lien or transfers of property or assets other than cash (other than cash or Cash Equivalents collateralized in connection with the Subsidiary Credit Facility).

Restrictive Agreements. The Holdings and the Borrower will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (i) the ability of Holdings, the Borrower or any Loan Party Guarantor to create, incur, assume or suffer to exist any Lien upon any Liens on property of their respective properties or revenues, whether now owned or hereafter acquired, such Person for the benefit of the Secured Creditors Parties with respect to the Obligations or under the Loan DocumentsDocuments or (ii) the ability of any Restricted Subsidiary of the Borrower that is not a Guarantor to pay dividends or other Distributions with respect to any of its Stock; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (1A) Requirements of Law, (2B) any Loan Document, the Term Loan Documents(C) with respect to clause (ii) above, the Secured Notes or the Unsecured Notes (3) any documentation governing related to any Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5D) with respect to clause (ii) above, any documentation governing any Permitted Refinancing Debt incurred to refinance Refinance any such Indebtedness Debt referenced in clauses clause (1) through (4C) above; (b) customary restrictions and conditions existing on the Closing Date and or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditioncondition in a manner adverse to Lenders; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such saleDisposition; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold Disposed and such sale Disposition is permitted hereunder; (d) customary provisions restrictions in leases, licenses subleases, licenses, sublicenses and other contracts restricting so long as such restrictions relate solely to the assignment thereofassets subject thereto; (e) restrictions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement to the extent such restriction applies only to the specific property securing such IndebtednessDebt and not all assets; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or conditioncondition in a manner adverse to Lenders); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 Permitted Debt that is incurred or assumed by Restricted Subsidiaries a Subsidiary that are is not Loan Parties a Guarantor to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior FinancingSubordinated Debt, are market terms terms, taken as a whole, at the time of issuance and or, in the case of any such Debt of any Subsidiary that is not a Guarantor, are imposed solely on such Restricted Subsidiary non-Guarantor and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) cash, Cash Equivalents or other deposits imposed by agreements entered into in the ordinary course of business or in the ordinary course of business for similarly situated businesses in the Borrower’s industry (or other restrictions on cash such cash, Cash Equivalents or deposits constituting Permitted EncumbrancesLiens permitted hereunder); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments and applicable solely to such joint venture and entered into (1) in the ordinary course of business or the ordinary course of business for similarly situated businesses in the Borrower’s industry or (2) to the extent that the Borrower determines, in its good faith business judgment, that entering into such joint venture is beneficial to Holdings and its Subsidiaries, taken as a whole, and is otherwise permitted by under this Agreement; (j) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under clauses (b), (c), (e), (f), (i), (l), (o), (q), (r), (s), (t), (u), (v), (w) and (x) of Section 7.048.12, but solely to the extent any negative pledge relates to the property financed by, the subject of or securing such Debt; (k) customary restrictions contained provisions restricting assignment, transfer or sub-letting of any agreement entered into in leases, subleases, licenses, sublicenses the ordinary course of business or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to in the assets subject theretoordinary course of business for similarly situated businesses in the Borrower’s industry; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property Real Estate leases entered into by the Holdings or any of its Restricted Subsidiaries, so long as the Holdings or Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Borrower Holdings and its Subsidiaries to meet their ongoing obligations.obligation; (m) provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by Holdings and its Restricted Subsidiaries of such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business or to the extent that the Borrower determines, in its good faith business judgment, that entering into such licenses and sublicenses is beneficial to Holdings and its Subsidiaries, taken as a whole (in which case such restriction shall relate only to such Intellectual Property); (n) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Holdings, Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of Holdings, the Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of Holdings, Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (o) [reserved];

Restrictive Agreements. The Borrower will not, and will not Enter into or permit to exist any Restricted Subsidiary to enter into any agreement, instrument, deed or lease agreement that prohibits or limits restricts the ability of any Loan Party Material Subsidiary to createpay dividends or other distributions, incuror to make or repay loans or advances, assume or suffer to exist Equistar or, in the case of dividends, to any Lien upon any other Subsidiary owning capital stock of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Creditors with respect to the Obligations or under the Loan Documentssuch Subsidiary; provided that the foregoing shall not apply to: (a) customary restrictions and conditions imposed by contained in (1) Requirements of Law, (2i) any Loan Documentagreement relating to the sale of a Material Subsidiary, the Term Loan Documentsor all or substantially all of its assets, the Secured Notes pending such sale or the Unsecured Notes (3ii) any documentation governing Permitted Term Debtagreement relating to secured Indebtedness permitted by this Agreement, (4) any documentation governing Indebtedness incurred pursuant if such restrictions or conditions apply only to Section 7.01(a)(xx)such Subsidiary or to the property or assets securing such Indebtedness, (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) aboveas the case may be; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leases, licenses leases and other contracts restricting the assignment thereof; (ec) restrictions imposed by any agreement relating and conditions existing with respect to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person at the time it becomes a Restricted Material Subsidiary (but and not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into created in contemplation of such Person becoming a Restricted Material Subsidiary, which restrictions are 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 becoming a Material Subsidiary; (d) existing agreements as in effect on the Effective Date and listed on Schedule 6.06; (e) restrictions arising under applicable law; (f) restrictions contained in agreements governing Indebtedness permitted hereunder which restrictions are not materially less favorable to Equistar and its Subsidiaries than the terms of the 2001 Indenture (as in effect on the Effective Date, whether or not such Indenture is in effect at the time in question) and restrictions in Section 6.12 hereof on dividends and distributions by a Subsidiary and the restriction to Equistar or condition set forth in such agreement does not apply to the Borrower or any Restricted another Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financinga Material Subsidiary that is a joint venture, are market terms at the time of issuance and are imposed solely customary restrictions on such Restricted Material Subsidiary contained in its joint venture agreement, which restrictions are consistent with the past practice of Equistar and its Subsidiaries;members of the Existing Control Group (as conclusively evidenced by a resolution of the Partnership Governance Committee); or (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsSecuritization Facility.

Restrictive Agreements. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of Holdings, the Borrower or any other Subsidiary Loan Party to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of assets to secure the Secured Creditors Obligations or (b) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to the Obligations any of its Equity Interests or under the Loan Documentsto make or repay loans or advances to any Restricted Subsidiary or to Guarantee Indebtedness of any Restricted Subsidiary; provided that the foregoing clauses (a) and (b) shall not apply to: to any such restrictions that (ai)(x) restrictions and conditions imposed by (1) Requirements of Law, (2) any Loan Document, exist on the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) date hereof and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent not otherwise permitted by this Section 6.08) are listed on Schedule 6.08 and (y) any renewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such amendment, modification restriction so long as such renewal or replacement expands extension does not expand the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to the sale of restrictions, taken as a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (d) customary provisions in leaseswhole, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect material respect, (ii)(x) are binding on a Restricted Subsidiary at any the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition); provided that such agreement was restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and the (y) any renewal or extension of a restriction permitted by clause (ii)(x) or condition set forth in any agreement evidencing such agreement restriction so long as such renewal or extension does not apply to expand the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent scope of such restrictions or conditions are no more restrictive restrictions, taken as a whole, in any material respect than respect, (iii) represent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01; provided that such restrictions will not materially affect the restrictions and conditions in Borrower’s ability to pay the Loan Documents orDocumentation Obligations as they become due, (iv) are customary restrictions that arise in the case of Junior Financing, are market terms at the time of issuance and are imposed connection with any Disposition permitted by Section 6.05 applicable pending such Disposition solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any assets subject to such amendmentDisposition, modification or replacement expands the scope of any such restriction or condition; (jv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by Section 7.04; or securing such Indebtedness (kand excluding in any event any Indebtedness constituting any Junior Financing), (vii) are imposed by Requirements of Law, (viii) are customary restrictions contained in leases, subleases, licenses, sublicenses licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; , (lix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any Restricted Subsidiary; and , (mxi) are customary provisions restricting assignment of any license, lease or other agreement entered into in the ordinary course of business and otherwise permitted hereunder, (xii) are restrictions on cash (or Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments or deposits) or (xiii) are customary net worth provisions contained in real property leases or licenses of intellectual property entered into by Subsidiariesthe Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Borrower Loan Parties and its Subsidiaries their subsidiaries to meet their ongoing obligations.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreement, instrument, deed agreement or lease other arrangement that prohibits restricts or limits imposes any condition upon (a) the ability of the Company or any Loan Party Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of its assets to secure the Secured Creditors Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Obligations Company or under the Loan Documentsany Subsidiary; provided that that (i) the foregoing shall not apply to: (aA) restrictions and conditions imposed by (1) Requirements of Law, (2) law or by this Agreement or any other Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes (3) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (bB) customary restrictions and conditions contained in any agreement or document governing or evidencing Refinancing Indebtedness in respect of Indebtedness referred to in clause (A) or Refinancing Indebtedness in respect thereof; provided that the restrictions and conditions contained in any such agreement or document referred to in this clause (B) are not less favorable in any material respect to the Lenders than the restrictions and conditions imposed by this Agreement; (C) restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.11, and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) restrictions and conditions contained in agreements relating to any agreement evidencing any renewal, extension or refinancing permitted hereunder of any agreement identified on Schedule 6.11 so long as such renewal, extension or refinancing does not expand the sale scope of such restrictions or conditions; (D) in the case of any Subsidiary that is not a Subsidiary wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any assets pending such salerelated joint venture or similar agreements; provided that such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of such Subsidiary; (E) restrictions imposed by any agreement governing Indebtedness incurred by any Loan Party or any Subsidiary after the Effective Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Company, no more restrictive with respect to the Company or any Subsidiary than those contained in this Agreement; (F) customary restrictions and conditions contained in agreements relating to the sale, transfer, lease or other Disposition of a Subsidiary or any assets of the Company or any Subsidiary, in each case pending such transaction; provided that, such restrictions and conditions apply only to such Subsidiary or the assets that is or are to be sold and sold, leased or otherwise transferred and, in each case, such sale transaction is permitted hereunder; (dG) customary provisions in leases, licenses and other contracts restricting the assignment thereofrestrictions relating to assets encumbered by a Lien permitted by Section 6.02; (eH) [reserved]; (I) restrictions imposed by any agreement governing Indebtedness of a Subsidiary which is not a Loan Party to the extent such Indebtedness is permitted by Section 6.01; and (J) restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (ii) clause (a) of this Section 6.11 shall not apply to: (A) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent clause (f), (g), (h), (j), (k), (m) and (n) of Section 6.01 if such restriction applies restrictions and conditions apply only to the property assets securing such Indebtedness; (fB) any customary provisions in leases, subleases, licenses and other agreements restricting the assignment thereof; and (C) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such restriction or conditionSubsidiary became a Subsidiary and otherwise permitted by Section 6.01(g); provided that such agreement was not entered into in contemplation of restrictions apply only to such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash assets (or Permitted Investments) or other deposits imposed by agreements entered into any special purpose acquisition Subsidiary without material assets acquiring such Subsidiary pursuant to a merger). Nothing in this Section 6.11 shall be deemed to modify the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest obligations of the Borrower Loan Parties under Section 5.14 or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as under the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsCollateral Documents.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of any such Loan Party or any of its Subsidiaries to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenues, whether now owned assets or hereafter acquired, for (b) the benefit ability of the Secured Creditors any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Obligations Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; except for: (i) such encumbrances or restrictions existing under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed or by (1) Requirements reason of Law, (2) applicable law or any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes ; (3ii) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and date hereof identified on Schedule 6.09 (but not including any extensionextension or renewal of, renewal, amendment, or any amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement expands expanding the scope of any such restriction or condition; ); (ciii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets other property pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets other property that is or are to be sold and such sale is permitted hereunder; ; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (eiv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; ; (fv) customary provisions in leases and other contracts restricting the assignment thereof; (vi) customary restrictions contained in any software licenses; (vii) without affecting the Loan Parties’ obligations under Section 5.09, customary provisions in the organizational documents of a Person or asset sale or stock sale agreements or similar agreements which restrict the transfer of ownership in such Person; (viii) in the case of any joint venture permitted hereunder with a Person that is not a Loan Party, restrictions in such Person’s organizational documents or conditions set forth pursuant to any joint venture agreement or stockholders agreement solely to the extent of the Equity Interests of or property held in the subject joint venture; (ix) restrictions imposed by any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (x) without affecting the Loan Parties’ obligations under Section 5.09, any agreement in effect at any the time any a Person becomes a Restricted Subsidiary of the Borrower (but not including any modification amendments thereto that are otherwise permitted by the Loan Documents and that are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or amendment expanding the scope of any such restriction or conditionrefinancing); provided that , so long as such agreement was not entered into in connection with or in contemplation of such Person person becoming a Restricted Subsidiary of Borrower and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) imposes restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely only on such Restricted Subsidiary Person and its Subsidiaries; assets; (hxi) restrictions on cash (or Permitted Investments) or other deposits imposed required by agreements suppliers or landlords under contracts entered into in the ordinary course of business business; or (or other xii) without affecting the Loan Parties’ obligations under Section 5.09, restrictions imposed solely on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and Foreign Subsidiaries pursuant to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted Swap Agreement entered into by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary; and (m) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected Subsidiary and permitted pursuant to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationsSection 6.06.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into exist any agreementagreement or other arrangement that prohibits, instrument, deed restricts or lease that prohibits or limits imposes any condition upon (a) the ability of any such Loan Party or any of its Subsidiaries to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets, whether now owned (b) the ability of any Subsidiary to pay dividends or hereafter acquired, for the benefit of the Secured Creditors other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Obligations Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or (c) the ability of the Borrower or any other Subsidiary to make any Disposition; except for: (i) such encumbrances or restrictions existing under the Loan Documents; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed or by (1) Requirements reason of Law, (2) applicable law or any Loan Document, the Term Loan Documents, the Secured Notes or the Unsecured Notes ; (3ii) any documentation governing Permitted Term Debt, (4) any documentation governing Indebtedness incurred pursuant to Section 7.01(a)(xx), (xxi) or (xxvi) and (5) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (1) through (4) above; (b) customary restrictions and conditions existing on the Closing Date and date hereof identified on Schedule 6.09 (but not including any extensionextension or renewal of, renewal, amendment, or any amendment or modification or replacement thereof, except to the extent any such amendment, modification or replacement expands expanding the scope of any such restriction or condition; ); (ciii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets other property pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets other property that is or are to be sold and such sale is permitted hereunder; ; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (eiv) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent if such restriction applies restrictions or conditions apply only to the property or assets securing such Indebtedness; ; (fv) customary provisions in leases and other contracts restricting the assignment thereof; (vi) customary restrictions contained in any software licenses; (vii) without affecting the Loan Parties’ obligations under Section 5.09, customary provisions in the organizational documents of a Person or asset sale or stock sale agreements or similar agreements which restrict the transfer of ownership in such Person; (viii) in the case of any joint venture permitted hereunder with a Person that is not a Loan Party, restrictions in such Person’s organizational documents or conditions set forth pursuant to any joint venture agreement or stockholders agreement solely to the extent of the Equity Interests of or property held in the subject joint venture; (ix) restrictions imposed by any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (x) without affecting the Loan Parties’ obligations under Section 5.09, any agreement in effect at any the time any a Person becomes a Restricted Subsidiary of the Borrower (but not including any modification amendments thereto that are otherwise permitted by the Loan Documents and that are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or amendment expanding the scope of any such restriction or conditionrefinancing); provided that , so long as such agreement was not entered into in connection with or in contemplation of such Person person becoming a Restricted Subsidiary of Borrower and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) imposes restrictions or conditions in any Indebtedness permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely only on such Restricted Subsidiary Person and its Subsidiaries; assets; (hxi) restrictions on cash (or Permitted Investments) or other deposits imposed required by agreements suppliers or landlords under contracts entered into in the ordinary course of business business; (or other xii) without affecting the Loan Parties’ obligations under Section 5.09, restrictions imposed solely on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth on Schedule 7.09 and Foreign Subsidiaries pursuant to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted Swap Agreement entered into by Section 7.04; (k) customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (l) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted SubsidiarySubsidiary and permitted pursuant to Section 6.06; and or (mxiii) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected restrictions or conditions pursuant to impair the ability of the Borrower and its Subsidiaries any Indebtedness incurred pursuant to meet their ongoing obligationsSection 6.01(s).