Common use of Inconsistent Agreements Clause in Contracts

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

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

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

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

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

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

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Subsidiary to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, or by any borrowing by a Portfolio Company under the Intercompany Debt Documents to which it is a party or the performance by such Portfolio Company of its obligations under the Intercompany Debt Documents to which it is a party, (iib) prohibit Borrower or any other Group Member from granting to Agent and the Lender Lenders a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9assets, or prohibit a Portfolio Company from granting a Lien on its assets to Borrower pursuant to the Loan DocumentsQualified Intercompany Debt Documents to which such Portfolio Company is a party, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned other Subsidiary that is a parent company of such Subsidiary or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, exceptother Subsidiary that is a parent company of such Subsidiary other than, in the case of clause each of the foregoing clauses (iii) and through (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof), (bA) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the capital stock or assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions provided for under Qualified Intercompany Debt Documents and documentation applicable to Outside Portfolio Companies governing Outside Debt, (C) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such sale, transfer, disposition or conveyance of property Debt and (fD) prohibitions customary provisions in leases and limitations that exist pursuant to applicable requirements of lawother contracts restricting the assignment thereof.

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

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

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Subsidiary Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower the Company or any other Subsidiary Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower the Company or any other Group Member Subsidiary Loan Party from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral to the Administrative Agent and the Lenders or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, exceptother than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Financing Lease Obligations and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Collateral Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by Law, (E) restrictions and conditions binding on any person in existence at the time such person first became a Subsidiary, so long as such restrictions or conditions were not entered into in contemplation of such person becoming a Subsidiary, (F) solely in the case of clauses (b) and (c)(iii), restrictions and conditions imposed by any other Debt issued in reliance on Sections 11.1(c), (G) solely in the case of clause (ii) and (iii) above: (a) negative pledges and b), customary restrictions on that arise in connection with any Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) 11.2 but solely to the extent any negative pledge or limitation on Liens relates to the property secured by such Lien or that is expressly permits Liens for the subject benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and the proceeds and products thereofratable, or junior, basis, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (cH) customary provisions restricting assignment in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any agreement Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (I) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (dJ) [Reserved]restrictions and conditions imposed by this Agreement or any other Loan Document, (eK) related restrictions described on Schedule 11.7 and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to any salein clauses (A) through (L) above; provided that such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance refinancing is, in the good faith judgment of property permitted by Section 7.5(b) pending such salethe Company, transfer, disposition or conveyance, solely to the assets subject not materially more restrictive with respect to such salerestrictions taken as a whole than those in existence prior to such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawrefinancing.

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member to, enter Enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower Credit Extension to the Borrowers hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets (other than distribution agreements or license agreements, provided that constitute with respect to any such distribution agreements or license agreement that prohibit any Loan Party from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Loan Parties shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Collateral Documents) or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower any Loan Party or any Wholly-Owned Subsidiary, or pay any Debt Indebtedness owed to Borrower any Loan Party or any Wholly-Owned Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower any Loan Party, other than (A) in the case of clauses (b) and (c), customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Wholly-Owned SubsidiarySubsidiary pending such sale, exceptprovided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) in the case of clauses (b) and (c)(iii), restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (C) in the case of clauses (b) and (c), customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (D) in the case of clause (iic), customary provisions in Organization Documents of any Foreign Subsidiary that restrict the transfer of Equity Interests of such Subsidiaries, or (E) in the case of clauses (b) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions any applicable Law (including, without limitation, applicable currency control Laws and applicable state corporate statutes restricting assignment the payment of any agreement entered into dividends in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawcertain circumstances).

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party or any Subsidiary of any Loan Party to, enter into any agreement containing any provision which would would: (ia) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, ; (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender Lender, a Lien on any of its assets that constitute Collateral assets; or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party or any Subsidiary to of any Loan Party to: (xi) pay dividends or make other distributions to Borrower Borrower, any Loan Party or any Wholly-Owned SubsidiarySubsidiary of any Loan Party, or pay any Debt owed to Borrower any Loan Party or any Wholly-Owned Subsidiary, Subsidiary of any Loan Party; (yii) make loans or advances to Borrower any Loan Party or any Wholly-Owned Subsidiary of any Loan Party; and/or or (ziii) transfer any of its assets or properties to Borrower any Loan Party or any Wholly-Owned Subsidiary, Subsidiary of any Loan Party; except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bA) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder; (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such saleDebt; (C) customary provisions in leases and other contracts restricting the assignment thereof; (D) restrictions and conditions imposed hereunder, transfer, disposition or conveyance of property under any other Loan Documents and/or under any applicable law; and (fE) prohibitions restrictions and limitations that exist pursuant to applicable requirements conditions contained in the organizational documents and/or other agreements of lawany Person acquired by, and becoming a Subsidiary of, a Loan Party after the Closing Date which were in effect at the time of such acquisition, so long as the subject organizational document/agreement was not entered into in contemplation of such acquisition (and any amendments, modifications, extensions or renewals thereof which are no more onerous than the existing agreement).

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into into, or be a party to, any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary Loan Party to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiaryanother Loan Party, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiarya Loan Party, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower any Loan Party, other than (A) restrictions or conditions imposed by any Wholly-Owned Subsidiary, except, in the case of clause (ii) agreement relating to purchase money Debt and (iii) above: (a) negative pledges and Capital Leases permitted by this Agreement if such restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates conditions apply only to the property that is or assets securing such Debt, (B) customary provisions in leases and other contracts restricting the subject of such Debt and the proceeds and products assignment thereof, (bC) customary restrictions on leases, subleases, agreements and licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of businessbusiness containing customary provisions restricting the assignment of such agreements, (dD) [Reserved]contractual encumbrances or restrictions in effect under Debt disclosed on Schedule 11.1, (eE) related any restriction imposed pursuant to an agreement entered into for the sale or disposition of Capital Securities or assets not prohibited by this Agreement, (F) any restrictions imposed by any agreement relating to secured Debt permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Debt, (G) customary restrictions and conditions contained in the document relating to any saleLien, transfer, disposition so long as (1) such Lien is a Permitted Lien and such restrictions or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely conditions relate only to the assets specific asset subject to such sale, transfer, disposition or conveyance of property Lien and (f2) prohibitions such restrictions and limitations that exist pursuant conditions are not created for the purpose of avoiding the restrictions imposed by this Section 11.8, and (H) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary and such agreement does not apply to applicable requirements assets of lawthe Company or any other Subsidiary.

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

Inconsistent Agreements. Not, No Borrower shall and shall not suffer or permit any other Group Member Subsidiary to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by any Borrower hereunder or by the performance by any Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit any Borrower or any other Group Member Subsidiary from granting to Agent and the Lender Bank a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to any Borrower or any Wholly-Owned other Subsidiary, or pay any Debt owed to any Borrower or any Wholly-Owned other Subsidiary, (yii) make loans or advances to any Borrower or any Wholly-Owned Subsidiary other Subsidiary, or (ziii) transfer any of its assets or properties to any Borrower or any Wholly-Owned other Subsidiary, except, in the case of clause other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bA) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such saleDebt, transfer(C) customary provisions in leases and other contracts restricting the assignment thereof, disposition or conveyance of property and (fD) prohibitions customary restrictions and limitations that exist pursuant conditions with respect to applicable requirements of lawany Foreign Subsidiary or its assets contained in agreements relating to Debt incurred by such Foreign Subsidiary.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Subsidiary Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party the Company of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral [reserved] or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower any Subsidiary, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by the JPM Credit Agreement, the definitive documentation relating to any Senior Funded Debt and any agreement relating to purchase money Debt, Financing Lease Obligations and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by Law, (E) restrictions and conditions binding on any person in existence at the time such person first became a Subsidiary, so long as such restrictions or conditions were not entered into in contemplation of such person becoming a Subsidiary, (F) solely in the case of clauses (b) and (c)(iii), restrictions and conditions imposed by any other Debt Incurred in reliance on Sections 11.1(c), (G) [reserved], (H) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any Wholly-Owned Subsidiary, except, ) entered into in the case ordinary course of clause business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (iiI) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted cash or other deposits or net worth imposed by customers under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (dJ) restrictions and conditions imposed by this Agreement or any other Loan Document, (K) [Reserved]reserved] and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (eA) related to any salethrough (L) above; provided that such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance refinancing is, in the good faith judgment of property permitted by Section 7.5(b) pending such salethe Company, transfer, disposition or conveyance, solely to the assets subject not materially more restrictive with respect to such salerestrictions taken as a whole than those in existence prior to such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawrefinancing.

Inconsistent Agreements. NotThe Borrower shall not, and not suffer or nor shall it permit any other Group Member Subsidiary to, enter into any agreement containing any provision which would indenture, agreement, instrument or other arrangement (i) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (ii) prohibit Borrower or any other Group Member from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to any agreement (u) the Existing Credit Agreement as in effect on the Closing Date date hereof, (v) the Senior Note Agreements, (w) the 2008 Indenture, (x) the May 2009 Note Purchase Agreement, (y) the 2009 Indenture and set forth on Schedule 7.9(z) other agreements governing the Indebtedness (including, but not limited to, any guarantees) of the Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g) so long as the restrictions contained therein are not materially less favorable to the Lenders, taken as a whole, than the restrictions contained in this Agreement) which, (a) directly or indirectly prohibits or restrains, or pursuant has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence of the Obligations, the granting of Liens to secure the Obligations (other than agreements by the Borrower that it will grant Liens to secure any Swap Agreement to the same extent as, and pari passu with, any Liens granted to secure the Obligations), the provision of the Subsidiary Guaranty, the amending of the Loan Documents, create Documents or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program) to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiaryon its capital stock, (yii) make loans or advances to the Borrower or (iii) repay loans or advances from the Borrower or (b) contains any provision which would be violated or breached by the making of Loans or by the performance by the Borrower or any Wholly-Owned Subsidiary or (z) transfer of any of its assets or properties to Borrower or obligations under any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawLoan Document.

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

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral to Administrative Agent and the Lenders, other than (i) as contemplated by Section 9.29 or (iiiii) other than pursuant with respect to negative pledges and restrictions on Liens in favor of any agreement in effect holder of Debt permitted under Section 11.2 but solely to the extent any negative pledge relates to the property secured by such Lien or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the Closing Date requirement that such holders of such Debt be secured by Liens on an equal and set forth on Schedule 7.9ratable, or pursuant to the Loan Documentsjunior, basis, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned SubsidiaryLoan Party, except, in the case of clause other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bA) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such sale, transfer, disposition or conveyance of property Debt and (fC) prohibitions customary provisions in leases and limitations that exist pursuant to applicable requirements of lawother contracts restricting the assignment thereof.

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

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

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

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

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party or, any Domestic Wholly-Owned Subsidiary thereof to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower or any other Loan Party or Subsidiary thereof of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets (other than distribution agreements or license agreements, provided that constitute with respect to any such distribution agreements or license agreement that prohibit any Loan Party from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Collateral Agreement) or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary of any Loan Party to (xi) pay dividends or make other distributions to Borrower any Loan Party or any Wholly-Owned Subsidiaryother Subsidiary of any Loan Party, or pay any Debt owed to Borrower any Loan Party or any Wholly-Owned Subsidiaryother Subsidiary of any Loan Party, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned SubsidiaryLoan Party, except, in the case of clause other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bA) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course Subsidiary of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Loan Party pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions permitted under this Agreement imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such saleDebt, transfer(C) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, disposition or conveyance (D) customary provisions in organizational documents of property any Foreign Subsidiary of any Loan Party that restrict the transfer of Capital Securities of such Subsidiaries, and (fE) prohibitions any applicable law, rule or regulation (including, without limitation, applicable currency control laws and limitations that exist pursuant to applicable requirements state corporate statutes restricting the payment of lawdividends in certain circumstances).

Inconsistent Agreements. NotEach of the Guarantors and the Lessees shall not, and shall not suffer or permit any other Group Member of its Subsidiaries to, enter into or become or remain subject to any restriction on the ability of such Guarantor, such Lessee or such Subsidiary to make dividends or distributions in cash or kind to such Guarantor, such Lessee or such Subsidiary, to make loans, advances or other payments of whatsoever nature to such Guarantor, such Lessee or such Subsidiary, or to make transfers or distributions of all or any part of its assets to such Guarantor, such Lessee or such Subsidiary either in its Governing Documents or in any agreement containing or contract to which it is a party (other than restrictions in this Guarantee, the other Operating Agreements, the New Master Agreement and the Revolving Credit Agreement), nor shall any of them enter into any indenture, agreement, instrument or other arrangement which, (a) directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining, or could reasonably be expected to impose materially adverse conditions upon, the incurrence of the Obligations under the Operating Agreements, any provisions of the Operative Agreements or the amending of any of the Operative Agreements, (b) contains any provision which would (i) be violated or breached by the making of Loans to the Borrower or any borrowing Lessee, the incurrence of Indebtedness by Borrower hereunder any Guarantor or Lessee hereunder, or by the performance by Borrower any Guarantor or Lessee or any other Loan Party of its Subsidiaries of any of its Obligations hereunder or obligations under any Operative Agreement or (c) directly or indirectly prohibits any of the Guarantors or the Lessees or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, other Loan Documentthan (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 12.02, (ii) prohibit Borrower or any other Group Member from granting to Agent customary anti-assignment provisions contained in leases and the Lender a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale licensing agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into by such Guarantor, such Lessee or such Subsidiary in the ordinary course of its business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (fiii) prohibitions restrictions in the Revolving Credit Agreement, the other Loan Documents (as defined in the Revolving Credit Agreement), this Guarantee and limitations that exist pursuant to applicable requirements of lawthe New Master Agreement.

Inconsistent Agreements. NotThe Borrower shall not, and not suffer or nor shall it permit any other Group Member Subsidiary to, enter into any agreement containing indenture, agreement, instrument or other arrangement (other than (u) the Existing Credit Agreement, (v) the Senior Note Agreements, (w) the 2008 Indenture, (x) the May 2009 Note Purchase Agreement, (y) the 2009 Indenture and (z) other agreements governing the Indebtedness (including, but not limited to, any provision which would (iguarantees) be violated or breached by any borrowing by Borrower hereunder or by of the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan DocumentSubsidiary permitted to be incurred pursuant to Section 6.02(g) so long as the restrictions contained therein are not materially less favorable to the Lenders, taken as a whole, than the restrictions contained in this Agreement) which, (iia) prohibit Borrower directly or any other Group Member from indirectly prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence of the Obligations, the granting of Liens to Agent and secure the Lender a Lien on any of its assets that constitute Collateral or Obligations (iii) other than pursuant agreements by the Borrower that it will grant Liens to secure any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant Swap Agreement to the same extent as, and pari passu with, any Liens granted to secure the Obligations), the provision of the Subsidiary Guaranty, the amending of the Loan Documents, create Documents or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program) to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiaryon its capital stock, (yii) make loans or advances to the Borrower or (iii) repay loans or advances from the Borrower or (b) contains any provision which would be violated or breached by the making of Loans or by the performance by the Borrower or any Wholly-Owned Subsidiary or (z) transfer of any of its assets or properties to Borrower or obligations under any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawLoan Document.

Inconsistent Agreements. NotEach Issuer covenants that it will not, and not suffer or permit any other Group Member of its Subsidiaries to, enter into any agreement containing any provision which would (i) be violated or breached by any borrowing by Borrower the issuance and sale of Notes hereunder or by the performance by Borrower any Issuer or any other Loan Party Guarantor of any of its Obligations obligations hereunder or under any other Loan Transaction Document, (ii) prohibit Borrower the Company or any other Group Member of its Subsidiaries from granting to Agent the Collateral Agent, for the ratable benefit of the Banks and the Lender holders of the Notes and Existing Prudential Notes, a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xa) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yb) make loans or advances to Borrower the Company or any Wholly-Owned Subsidiary of its Subsidiaries, or (zc) transfer any of its assets or properties to Borrower the Company or any Wholly-Owned Subsidiaryof its Subsidiaries, except, in the case of clause other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bw) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (x) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such saleDebt, transfer(y) restrictions or conditions imposed by the Credit Agreement or the Existing Note Agreement, disposition or conveyance of property so long as no more restrictive than the equivalent restrictions and conditions contained in this Agreement and (fz) prohibitions customary provisions in leases and limitations that exist pursuant to applicable requirements of lawother contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender Lenders a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary Loan Party to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary other Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiaryother Loan Party, exceptother than, in the case cases of clause clauses (iib) and (iiic), (A) above: (a) negative pledges restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates conditions apply only to the property that is the subject of or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the proceeds and products assignment thereof, (bC) restrictions and conditions imposed by law, (D) those arising under any Loan Document or the ACF Loan Documents or any loan documents governing an Equivalent Credit Line as approved by Agent and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as in any such restrictions relate contract shall apply only to the assets subject thereto, (c) customary provisions restricting assignment or Subsidiary that is to be disposed of any agreement entered into in the ordinary course of business, (d) and such disposition is permitted hereunder. [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of law.Xxxxxx Xxxxxx] Credit Agreement #35074903_v10

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Affiliated Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Affiliated Party of any of its Obligations hereunder or under any other Loan Document, (ii) prohibit Borrower or any other Group Member from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral or (iiib) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a Special Purpose Subsidiary in connection with a Permitted Securitization) to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Affiliated Party or (ziii) transfer any of its assets or properties to Borrower any Affiliated Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or any Wholly-Owned Subsidiary, except, in a substantial part of the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor assets of any holder of Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases, Junior Capital and other Debt permitted under Section 7.1(bby this Agreement, (C) customary provisions in leases and 7.1(k) but solely to other contracts restricting the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products assignment thereof, (bD) customary restrictions on leases, subleases, licenses or asset sale agreements Liens securing Indebtedness otherwise permitted hereby so long as such restrictions relate to be incurred, under the provisions of Section 11.2 hereof that limit the right of the debtor to dispose of the assets subject theretoto such Liens; (E) provisions with respect to the disposition or distribution of assets or property in joint venture agreements asset sale agreements, (c) customary provisions restricting assignment of any agreement stock sale agreements and other similar agreements entered into in the ordinary course of business, ; and (dF) [Reserved], restrictions on deposits (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance extent permitted hereunder) imposed by customers under contracts entered into in the ordinary course of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawbusiness.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Subsidiary Loan Party that is an obligor in respect of any Senior Debt to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party the Company of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral [reserved] or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party that is an obligor in respect of any Senior Debt or (ziii) transfer any of its assets or properties to Borrower any Subsidiary, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by the JPM Credit Agreement, the definitive documentation relating to any Senior Debt or any Senior Funded Debt and any agreement relating to purchase money Debt, Financing Lease Obligations and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by Law, (E) restrictions and conditions binding on any person in existence at the time such person first became a Subsidiary, so long as such restrictions or conditions were not entered into in contemplation of such person becoming a Subsidiary, (F) solely in the case of clauses (b) and (c)(iii), restrictions and conditions imposed by any other Debt Incurred in reliance on Sections 11.1(c), (G) [reserved], (H) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any Wholly-Owned Subsidiary, except, ) entered into in the case ordinary course of clause business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (iiI) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted cash or other deposits or net worth imposed by customers under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (dJ) restrictions and conditions imposed by this Agreement or any other Loan Document, (K) [Reserved]reserved] and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (eA) related to any salethrough (L K) above; provided that such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance refinancing is, in the good faith judgment of property permitted by Section 7.5(b) pending such salethe Company, transfer, disposition or conveyance, solely to the assets subject not materially more restrictive with respect to such salerestrictions taken as a whole than those in existence prior to such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawrefinancing.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party or, Domestic Wholly-Owned Subsidiary to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower or any other Loan Party or Subsidiary of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets (other than distribution agreements or license agreements, provided that constitute Collateral with respect to any such distribution agreements or license agreement that prohibit any Loan Party from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Security Agreement) or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower any Loan Party or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower any Loan Party or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned SubsidiaryLoan Party, except, in the case of clause other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bA) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such saleDebt, transfer(C) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, disposition or conveyance of property and (fD) prohibitions customary provisions in organizational documents of any Foreign Subsidiary that restrict the transfer of Capital Securities of such Subsidiaries, or (E) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and limitations that exist pursuant to applicable requirements state corporate statutes restricting the payment of lawdividends in certain circumstances).

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral to the Administrative Agent and the Lenders or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower any Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Wholly-Owned SubsidiarySubsidiary pending such sale, exceptprovided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by law, (E) restrictions and conditions binding on any person in existence at the time such person first became a Loan Party, so long as such restrictions or conditions were not entered into in contemplation of such person becoming a Loan Party, (F) solely in the case of clauses (b) and (c)(iii), restrictions and conditions imposed by the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture, the 2026 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the case of the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), to the extent such restrictions and conditions are not materially more restrictive, taken as a whole, than any restrictions and conditions contained in the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture and the 2026 Senior Notes Indenture), (G) solely in the case of clauses (b) and (c)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the case of clause (ii) and (iii) above: (a) negative pledges and b), customary restrictions on that arise in connection with any Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) 11.2 but solely to the extent any negative pledge or limitation on Liens relates to the property secured by such Lien or that is expressly permits Liens for the subject benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and the proceeds and products thereofratable, or junior, basis, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (cI) customary provisions restricting assignment in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any agreement Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (dK) [Reserved]solely in the case of clauses (b) and (c), the Existing Wellington Notes and (eL) related restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to any salein clauses (A) through (L) above; provided that such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance refinancing is, in the good faith judgment of property permitted by Section 7.5(b) pending such salethe Company, transfer, disposition or conveyance, solely to the assets subject not materially more restrictive with respect to such salerestrictions taken as a whole than those in existence prior to such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawrefinancing.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral to the Administrative Agent and the Lenders or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower any Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Wholly-Owned SubsidiarySubsidiary pending such sale, exceptprovided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by law, (E) restrictions and conditions binding on any person in existence at the time such person first became a Loan Party, so long as such restrictions or conditions were not entered into in contemplation of such person becoming a Loan Party, (F) solely in the case of clauses (b) and (c)(iii), restrictions and conditions imposed by the 2017 Senior Notes Indenture, the 2022 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the case of the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), to the extent such restrictions and conditions are not materially more restrictive, taken as a whole, than any restrictions and conditions contained in the 2017 Senior Notes Indenture and the 2022 Senior Notes Indenture), (G) solely in the case of clauses (b) and (c)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the case of clause (ii) and (iii) above: (a) negative pledges and b), customary restrictions on that arise in connection with any Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) 11.2 but solely to the extent any negative pledge or limitation on Liens relates to the property secured by such Lien or that is expressly permits Liens for the subject benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and the proceeds and products thereofratable, or junior, basis, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (cI) customary provisions restricting assignment in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any agreement Wholly-Owned Subsidiary) entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (dJ) [Reserved]restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and (K) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (eA) related to any salethrough (K) above; provided that such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance refinancing is, in the good faith judgment of property permitted by Section 7.5(b) pending such salethe Company, transfer, disposition or conveyance, solely to the assets subject not materially more restrictive with respect to such salerestrictions taken as a whole than those in existence prior to such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawrefinancing.

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral to the Administrative Agent and the Lenders or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower any Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Wholly-Owned SubsidiarySubsidiary pending such sale, exceptprovided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by Law, (E) restrictions and conditions binding on any person in existence at the time such person first became a Loan Party, so long as such restrictions or conditions were not entered into in contemplation of such person becoming a Loan Party, (F) solely in the case of clauses (b) and (c)(iii), restrictions and conditions imposed by the 2024 Magellan Notes Indenture, the 2026 Senior Notes Indenture, the 0000 Xxxxxxxxxx Notes Indenture, the 2026 Exchange Notes Indenture, the 2027 Senior Notes Indenture, the 2028 Senior Notes Indenture, the 2029 Senior Notes Indenture, the 2030 Senior Notes Indenture, the 2031 Senior Notes Indenture, the 2.625% 2031 Senior Notes Indenture, the 3.00% 2030 Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Section 11.1(c) (and in the case of the credit agreement in respect of the Bridge Loans and any other Debt issued in reliance on Section 11.1(c), to the extent such restrictions and conditions are not materially more restrictive, taken as a whole, than any restrictions and conditions contained in the 2024 Magellan Notes, the 2026 Exchange Notes Indenture, 0000 Xxxxxxxxxx Notes Indenture, the 2027 Senior Notes Indenture, the 2028 Senior Notes Indenture, the 2029 Senior Notes Indenture, the 2030 Senior Notes Indenture, the 2031 Senior Notes Indenture, the 2.625% 2031 Senior Notes Indenture and the 3.00% 2030 Senior Notes Indenture), (G) solely in the case of clauses (b) and (c)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the case of clause (ii) and (iii) above: (a) negative pledges and b), customary restrictions on that arise in connection with any Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) 11.2 but solely to the extent any negative pledge or limitation on Liens relates to the property secured by such Lien or that is expressly permits Liens for the subject benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and the proceeds and products thereofratable, or junior, basis, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (cI) customary provisions restricting assignment in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any agreement Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (dK) [Reserved]solely in the case of clauses (b) and (c), the 2024 Magellan Notes and the 0000 Xxxxxxxxxx Notes and (eL) related restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to any salein clauses (A) through (L) above; provided that such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance refinancing is, in the good faith judgment of property permitted by Section 7.5(b) pending such salethe Company, transfer, disposition or conveyance, solely to the assets subject not materially more restrictive with respect to such salerestrictions taken as a whole than those in existence prior to such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of law.refinancing. 110

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached in any material respect by any borrowing by the Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to the Agent and the Lender Lenders a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary Loan Party to (xi) pay dividends or make other distributions to the Borrower or any Wholly-Owned Subsidiaryother Loan Party, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiaryother Loan Party, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary other Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiaryother Loan Party, exceptother than, in the case cases of clause clauses (iib) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereofc), (bA) customary restrictions on or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and leases, subleases, licenses or asset sale agreements otherwise and sublicenses, in each case, permitted hereby so long as by this Agreement, if such restrictions relate or conditions apply only to the property or assets securing such Debt or the assets or property leased, subleased, licensed or sublicensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document, (E) customary provisions in contracts for the disposition of any assets, but only to the extent that the restrictions in such contract apply to the assets subject theretothat are, or Subsidiary that is, to be disposed of and such disposition is permitted by this Agreement and (cF) customary provisions restricting assignment of any agreement restrictions entered into in the ordinary course of business, (d) [Reserved], (e) related business with respect to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending off-the-shelf software programs that limit the ability to grant a security interest in such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawsoftware programs.

Inconsistent Agreements. NotEach Issuer covenants that it will not, and not suffer or permit any other Group Member of its Subsidiaries to, enter into any agreement containing any provision which would (i) be violated or breached by any borrowing by Borrower the issuance and sale of Notes hereunder or by the performance by Borrower any Issuer or any other Loan Party Guarantor of any of its Obligations obligations hereunder or under any other Loan Transaction Document, (ii) prohibit Borrower the Company or any other Group Member of its Subsidiaries from granting to Agent the Collateral Agent, for the ratable benefit of the Banks and the Lender holders of the Notes and Other Prudential Notes, a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xa) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yb) make loans or advances to Borrower the Company or any Wholly-Owned Subsidiary of its Subsidiaries, or (zc) transfer any of its assets or properties to Borrower the Company or any Wholly-Owned Subsidiaryof its Subsidiaries, except, in the case of clause other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bw) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (x) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such saleDebt, transfer(y) restrictions or conditions imposed by the Credit Agreement or the Other Note Agreement, disposition or conveyance of property so long as no more restrictive than the equivalent restrictions and conditions contained in this Agreement and (fz) prohibitions customary provisions in leases and limitations that exist pursuant to applicable requirements of lawother contracts restricting the assignment thereof.”

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Subsidiary to, enter into any agreement containing any provision which would (i) a)to the extent constituting a Material Contract, be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender Lenders a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary other Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiaryother Loan Party, exceptother than (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, in the case of clause (ii) Capital Leases and (iii) above: (a) negative pledges other secured Debt or to leases and licenses permitted by this Agreement if such restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates conditions apply only to the property that is the subject of or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the proceeds and products assignment thereof, (bC) restrictions and conditions imposed by law, (D) those arising under any Loan Document, (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as in any such restrictions relate contract shall apply only to the assets subject theretoor Subsidiary that is to be disposed of and such disposition is permitted hereunder, (cF) any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (G) customary provisions regarding confidentiality or restricting assignment assignment, pledges or transfer of any Permitted License or any other agreement entered into in the ordinary course of business, (dH) [Reserved]customary provisions in joint venture agreements and other similar agreements applicable to, (e) related to any saleand agreements evidencing Debt of, transfer, disposition or conveyance of property Joint Ventures permitted by under Section 7.5(b) pending such sale, transfer, disposition or conveyance, 7.10 and applicable solely to the assets subject to of such saleJoint Ventures, transferso long as such provisions and restrictions remain in effect, disposition (I) restrictions or conveyance encumbrances in any agreement in effect at the time such Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of property such Person becoming a Subsidiary, and (fJ) prohibitions and limitations that exist pursuant to applicable requirements of lawPermitted Convertible Bond Indebtedness.

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

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

Inconsistent Agreements. NotThe Borrower shall not, and not suffer or nor shall it permit any other Group Member Subsidiary to, enter into any agreement containing any provision which would indenture, agreement, instrument or other arrangement (i) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (ii) prohibit Borrower or any other Group Member from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to any agreement (t) the Acquisition Credit Agreement as in effect on the Closing Date date hereof, (u) the Existing Credit Agreement, (v) the Senior Note Agreements, (w) the 2008 Indenture, (x) the May 2009 Note Purchase Agreement, (y) the 2009 Indenture and set forth on Schedule 7.9(z) other agreements governing the Indebtedness (including, but not limited to, any guarantees) of the Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g) so long as the restrictions contained therein are not materially less favorable to the Lenders, taken as a whole, than the restrictions contained in this Agreement) which, (a) directly or indirectly prohibits or restrains, or pursuant has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence of the Obligations, the granting of Liens to secure the Obligations (other than agreements by the Borrower that it will grant Liens to secure any Swap Agreement to the same extent as, and pari passu with, any Liens granted to secure the Obligations), the provision of the Subsidiary Guaranty, the amending of the Loan Documents, create Documents or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program) to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiaryon its capital stock, (yii) make loans or advances to the Borrower or (iii) repay loans or advances from the Borrower or (b) contains any provision which would be violated or breached by the making of Loans or by the performance by the Borrower or any Wholly-Owned Subsidiary or (z) transfer of any of its assets or properties to Borrower or obligations under any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawLoan Document.

Inconsistent Agreements. NotThe Borrower shall not, and shall cause each of its Subsidiaries to not, and not suffer or permit any other Group Member Borrower Affiliate Party to, enter into any agreement (except agreements relating to the Permitted Senior Debt or the Permitted Mezzanine Debt) containing any provision which would (ia) be violated or breached by any borrowing by the Borrower hereunder or by the performance by any Borrower or any other Loan Affiliate Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit the Borrower or any other Group Member from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary of Borrower to (xi) pay dividends or make other distributions to the Borrower or any Wholly-Owned Subsidiaryother Subsidiary of Borrower, or pay any Debt Indebtedness owed to the Borrower or any Wholly-Owned other Subsidiary, (yii) make loans or advances to any Borrower or any Wholly-Owned Subsidiary Affiliate Party or (ziii) transfer any of its assets or properties to any Borrower or any Wholly-Owned SubsidiaryAffiliate Party, except, in the case of clause (ii) and (iii) above: other than (a) negative pledges customary restrictions and restrictions on Liens conditions contained in favor agreements relating to the sale of all or a substantial part of the assets of any holder of Debt permitted under Section 7.1(b) Subsidiary pending such sale, provided that such restrictions and 7.1(k) but solely conditions apply only to the extent any negative pledge or limitation on Liens relates Subsidiary to the property that be sold and such sale is the subject of such Debt and the proceeds and products thereofpermitted hereunder, (b) customary restrictions on leasesor conditions imposed by any agreement relating to purchase money Indebtedness, subleases, licenses or asset sale agreements otherwise capital leases and other secured Indebtedness permitted hereby so long as by this Agreement if such restrictions relate or conditions apply only to the property or assets subject thereto, securing such Indebtedness and (c) customary provisions in leases and other contracts restricting the assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawthereof.

Inconsistent Agreements. NotExcept as otherwise permitted by this Agreement or the other Loan Documents, not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, except where such violation or breach could not reasonably be expected to have a Material Adverse Effect, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary Loan Party to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary other Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiaryother Loan Party other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, exceptprovided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the Person obligated on such Debt or property or assets securing such Debt, (C) customary provisions in leases, licenses and other contracts restricting the case of clause assignment, licensing, subletting or transfer thereof, (iiD) provisions in joint venture agreements and similar agreements relating to joint ventures as they relate to clauses (b), (c)(i) and (iiic)(iii) above: , (aE) negative pledges and restrictions on Liens xxxx xxxxxxx money deposits in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereofsellers in connection with Acquisitions not prohibited hereunder, (bF) customary restrictions on leasesin documents, subleasesinstruments and agreements evidencing Subordinated Debt (other than Permitted Earn Outs) restrictions imposed by applicable law or (G) encumbrances or restrictions imposed by any amendments, licenses or asset sale agreements otherwise permitted hereby modifications, restatements, renewals, supplements, replacement of any of the foregoing so long as such restrictions relate to the assets subject theretoencumbrances or restrictions, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of businesstaken as a whole, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject are not more restrictive than those prior to such saleamendments, transfermodifications, disposition restatements, renewals, supplements, or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawreplacements.

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

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

Inconsistent Agreements. NotBorrower will not, and will not suffer or permit any other Group Member Obligor to, enter into any agreement after the date hereof containing any provision which would (ia) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party Obligor of any of its Obligations obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Subsidiary from granting to Agent and Administrative Agent, for the Lender benefit of the Lenders, a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned other Restricted Subsidiary, or pay any Debt owed indebtedness to Borrower or any Wholly-Owned other Restricted Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Restricted Subsidiary or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: Restricted Subsidiary other than (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt this Agreement and the proceeds and products thereofother Loan Documents, (b) customary restrictions on leases, subleases, licenses or asset sale any agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of businessbusiness governing any Liens or Capital Lease otherwise expressly permitted hereby (in which case, any prohibition or limitation shall only be applicable to the assets financed thereby), (c) provisions of applicable law, (d) [Reserved], customary nonassignment provisions as to the assets financed in any lease governing a leasehold interest or in any other contracts which are not material to the business and operations of the Borrower or its Subsidiaries which are a party to such agreement and (e) related customary restrictions and conditions contained in agreements relating to any sale, transfer, disposition the sale of all or conveyance substantially all of property permitted by Section 7.5(b) the stock or assets of such Subsidiary pending such sale, transfer, disposition or conveyance, solely provided such restrictions and conditions apply only to the assets subject Subsidiary that is to be sold and such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawsale is expressly permitted hereunder.

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement agreement, including without limitation any amendments to existing agreements, containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets that constitute Collateral assets, now or hereafter acquired, or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, Loan Party; (x) except (in respect of any of the case of clause matters referred to in clauses (iib) and (iiic) above: above only) for (aA) negative pledges customary restrictions and restrictions on Liens conditions contained in favor agreements relating to the sale of all or a substantial part of the assets of any holder of Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge by this Agreement if such restrictions or limitation on Liens relates conditions apply only to the property that is or assets securing such Debt, (C) customary provisions in leases, Joint Venture agreements (created in the subject of such Debt ordinary course consistent with past practices) and other contracts restricting the proceeds and products assignment thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (cD) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of businessbusiness and (E) any agreement in effect at the time that any Subsidiary is acquired by the Company, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and (dy) [Reserved], except (ein respect of the matter described in clause (c)(i) related above only) for customary restrictions on the ability of any Subsidiary to any sale, transfer, disposition pay dividends or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely make other distributions to the assets subject Company or any other Subsidiary or pay any debt owed to such salethe Company or any other Subsidiary, transfer, disposition or conveyance in each case contained in the Subordinated Debt Documents. The Company shall use its best efforts to avoid entering into Joint Venture agreements which would violate the foregoing terms of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawthis Section 11.8.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Subsidiary to, enter into any agreement loan or credit agreement, indenture or other material instrument or document containing any provision which (a) would (i) be violated or breached by any borrowing borrowing, or the obtaining of any Letter of Credit, by any Borrower hereunder or by the performance by Borrower the Parent, the Company or any other Loan Party Subsidiary of any of its Obligations obligations hereunder or under any other Loan DocumentDocument or (b) would prohibit the Parent, (ii) prohibit Borrower the Company or any other Group Member Domestic Subsidiary from granting to Agent and the Lender Administrative Agent, for the benefit of the Lenders, a Lien on any of its assets that constitute Collateral (other than (i) any prohibition with respect to an asset subject to a Lien or purchase money security interest securing Debt permitted by Section 10.7(c) or 10.7(j) or a Lien permitted by Section 10.8(c), (ii) customary non-assignment provisions in (A) leases and (B) other agreements in the ordinary course of business, in each case not prohibited by the terms of this Agreement, (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant prohibition applicable solely to the Loan Documents, create property or permit to exist or become effective any encumbrance or restriction on the ability assets of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Foreign Subsidiary, (yiv) make loans or advances any prohibition pursuant to Borrower customary agreements providing for the licensing of intellectual property by third parties to the Parent or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case ordinary course of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor business that restricts the sublicensing, pledge, transfer or assignment of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereoflicensee’s rights thereunder, (bv) customary restrictions on leases, subleases, licenses cash or asset sale agreements otherwise permitted hereby so long as such restrictions relate to other deposits (including escrowed funds) received by the assets subject thereto, (c) customary provisions restricting assignment of Parent or any agreement entered into Subsidiary in the ordinary course of business, (dvi) [Reserved], customary restrictions on the assignment of an interest in a joint venture that is not a Domestic Subsidiary so long as such restriction applies only to such joint venture and (eA) related to any sale, transfer, disposition such joint venture is acquired as part of a Permitted Acquisition (so long as such restriction was not imposed in contemplation of such acquisition) or conveyance (B) the aggregate amount of property permitted all investments made by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets Company and its Domestic Subsidiaries in all joint ventures subject to such sale, transfer, disposition or conveyance restrictions (other than joint ventures described in the immediately preceding clause (A)) after the date of property this Agreement does not at any time exceed the lesser of (1) $5,000,000 and (f2) prohibitions the total of (w) $5,000,000 minus (x) all losses on sales or other dispositions of such investments after the date of this Agreement plus (y) all gains on sales or other dispositions of such investments after the date of this Agreement minus (z) all unrealized losses on such investments held by the Company or any Domestic Subsidiary, (vii) customary restrictions and limitations that exist pursuant conditions relating to the sale of a Subsidiary pending such sale and applicable requirements solely to such Subsidiary, or (viii) customary restrictions and conditions contained in any agreement relating to the disposition of lawany property pending the consummation of such disposition.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Affiliated Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any the borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Affiliated Party of any of its Obligations hereunder or under any other Loan Document, (ii) prohibit Borrower or any other Group Member from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral or (iiib) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a Special Purpose Subsidiary in connection with a Permitted Securitization) to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Affiliated Party or (ziii) transfer any of its assets or properties to Borrower any Affiliated Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Wholly-Owned SubsidiarySubsidiary pending such sale, exceptprovided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases, Junior Capital and other Debt permitted by this Agreement, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) Liens securing Debt otherwise permitted to be incurred under the provisions of Section 11.2 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (E) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the case ordinary course of clause (ii) business and (iiiF) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely deposits (to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bpermitted hereunder) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement imposed by customers under contracts entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of law.. 600198569v6

Inconsistent Agreements. Not, and not suffer or permit Neither the Borrower nor any other Group Member to, Guarantor shall enter into any material agreement containing any provision which would (ia) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party Guarantor of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit the Borrower or any other Group Member Guarantor from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to the Borrower or any Wholly-Owned other Subsidiary, or pay any Debt owed to the Borrower or any Wholly-Owned SubsidiaryGuarantor, (yii) make loans or advances to the Borrower or any Wholly-Owned Subsidiary other Guarantor, or (ziii) transfer any of its assets or properties to the Borrower or any Wholly-Owned Subsidiaryother Guarantor, except, in the case of clause other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bA) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Permitted Debt, and other secured Permitted Debt by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such salePermitted Debt, transfer, disposition or conveyance of property and (fC) prohibitions customary provisions in leases and limitations that exist pursuant to applicable requirements of lawother contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral to the Administrative Agent and the Lenders or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower any Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Wholly-Owned SubsidiarySubsidiary pending such sale, exceptprovided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by Law, (E) restrictions and conditions binding on any person in existence at the time such person first became a Loan Party, so long as such restrictions or conditions were not entered into in contemplation of such person becoming a Loan Party, (F) solely in the case of clauses (b) and (c)(iii), restrictions and conditions imposed by the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture, the 2026 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the case of the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), to the extent such restrictions and conditions are not materially more restrictive, taken as a whole, than any restrictions and conditions contained in the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture and the 2026 Senior Notes Indenture), (G) solely in the case of clauses (b) and (c)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the case of clause (ii) and (iii) above: (a) negative pledges and b), customary restrictions on that arise in connection with any Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) 11.2 but solely to the extent any negative pledge or limitation on Liens relates to the property secured by such Lien or that is expressly permits Liens for the subject benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and the proceeds and products thereofratable, or junior, basis, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (cI) customary provisions restricting assignment in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any agreement Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (dK) [Reserved]solely in the case of clauses (b) and (c), the Existing Wellington Notes and (eL) related restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to any salein clauses (A) through (L) above; provided that such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance refinancing is, in the good faith judgment of property permitted by Section 7.5(b) pending such salethe Company, transfer, disposition or conveyance, solely to the assets subject not materially more restrictive with respect to such salerestrictions taken as a whole than those in existence prior to such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawrefinancing.

Inconsistent Agreements. NotBorrower shall not, and shall cause each of its Subsidiaries to not, and shall not suffer or permit any other Group Member Borrower Affiliate Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower hereunder or by the performance by any Borrower or any other Loan Affiliate Party of any of its Obligations hereunder or under any other Loan Document, ; (iib) prohibit Borrower or any other Group Member from granting to the Administrative Agent and the Lender Lenders a Lien on any of its assets; (c) restrict, or purport to restrict, the ability of any Borrower Affiliate Party to (i) amend this Agreement or any other Loan Document, (ii) sell any of its assets that constitute Collateral or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, create or pursuant to the Loan Documents, incur Indebtedness; or (d) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary of Borrower to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiaryother Subsidiary of Borrower, or pay any Debt Indebtedness owed to Borrower or any Wholly-Owned other Subsidiary, (yii) make loans or advances to any Borrower or any Wholly-Owned Subsidiary Affiliate Party or (ziii) transfer any of its assets or properties to any Borrower or any Wholly-Owned Subsidiary, except, in the case of clause Affiliate Party; other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bw) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transferprovided, disposition or conveyance, solely that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (x) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, capital leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such saleIndebtedness, transfer, disposition or conveyance of property (y) customary provisions in leases and other contracts restricting the assignment thereof and (fz) prohibitions and limitations that exist any agreement relating to Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to applicable requirements of lawSection 7.2.1(a).

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral to the Administrative Agent and the Lenders or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower any Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Wholly-Owned SubsidiarySubsidiary pending such sale, exceptprovided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by law, (E) restrictions and conditions binding on any person in existence at the time such person first became a Loan Party, so long as such restrictions or conditions were not entered into in contemplation of such person becoming a Loan Party, (F) solely in the case of clauses (b) and (c)(iii), restrictions and conditions imposed by the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the case of the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), to the extent such restrictions and conditions are not materially more restrictive, taken as a whole, than any restrictions and conditions contained in the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture and the 2025 Senior Notes Indenture), (G) solely in the case of clauses (b) and (c)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the case of clause (ii) and (iii) above: (a) negative pledges and b), customary restrictions on that arise in connection with any Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) 11.2 but solely to the extent any negative pledge or limitation on Liens relates to the property secured by such Lien or that is expressly permits Liens for the subject benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and the proceeds and products thereofratable, or junior, basis, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (cI) customary provisions restricting assignment in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any agreement Wholly-Owned Subsidiary) entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (dJ) [Reserved]restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and (K) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (eA) related to any salethrough (K) above; provided that such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance refinancing is, in the good faith judgment of property permitted by Section 7.5(b) pending such salethe Company, transfer, disposition or conveyance, solely to the assets subject not materially more restrictive with respect to such salerestrictions taken as a whole than those in existence prior to such amendment, transfermodification, disposition restatement, renewal, increase, supplement, refunding, replacement or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawrefinancing.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Restricted Subsidiary to, enter into any agreement agreement, document or instrument after the Closing Date containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party the Company of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower the Company or any other Group Member Restricted Subsidiary from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets (other than any provision in any agreement relating to Debt secured by Liens permitted under Section 11.2(k), Acquired Debt, Nonrecourse Debt or Permitted Receivables Transactions that constitute Collateral prohibits the Company or such Restricted Subsidiary from granting a Lien to the Administrative Agent and the Lenders upon the asset or assets which secure such Debt or otherwise directly corresponding with such financing), or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Restricted Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Restricted Subsidiary, (yii) make loans or advances to Borrower the Company or any Wholly-Owned Restricted Subsidiary or (ziii) transfer any of its assets or properties to Borrower the Company or any Wholly-Owned Restricted Subsidiary, except, in the case of clause other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bA) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the assets subject Subsidiary to be sold and such salesale is permitted hereunder (B) restrictions or conditions, transferother than those prohibited by clause (b), disposition or conveyance of property imposed by any agreement relating to Debt secured by Liens permitted under Section 11.2(k), Acquired Debt, Nonrecourse Debt, Permitted Receivables Transactions and other secured Debt permitted by this Agreement and (fC) prohibitions customary provisions in leases and limitations that exist pursuant to applicable requirements of lawother contracts restricting the assignment thereof.

Inconsistent Agreements. NotEach of the Lessees and the Guarantors shall not, and shall not suffer or permit any other Group Member of its Subsidiaries to, enter into or become or remain subject to any restriction on the ability of such Lessee, such Guarantor or such Subsidiary to make dividends or distributions in cash or kind to such Lessee, such Guarantor or such Subsidiary, to make loans, advances or other payments of whatsoever nature to such Lessee, such Guarantor or such Subsidiary, or to make transfers or distributions of all or any part of its assets to such Lessee, such Guarantor or such Subsidiary either in its Governing Documents or in any agreement containing or contract to which it is a party (other than restrictions in this Master Agreement, the other Operative Documents, the Existing Lease Financing Guarantee and the Revolving Credit Agreement), nor shall any of them enter into any indenture, agreement, instrument or other arrangement which, (a) directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining, or could reasonably be expected to impose materially adverse conditions upon, the incurrence of the Obligations under the Operative Documents, any provisions of this Master Agreement or the amending of any of the Operative Documents, (b) contains any provision which would (i) be violated or breached by the making of Fundings to any borrowing Lessee or the Construction Agent, the incurrence of Indebtedness by Borrower hereunder any Lessee hereunder, or by the performance by Borrower any Lessee, any Guarantor or any other Loan Party of its Subsidiaries of any of its Obligations hereunder or obligations under any Operative Document or (c) directly or indirectly prohibits any of the Lessees, Guarantors or any of their Subsidiaries from creating, assuming or incurring any Lien securing the Obligations upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, other Loan Documentthan (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 5.17, (ii) prohibit Borrower or any other Group Member from granting to Agent customary anti-assignment provisions contained in leases and the Lender a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale licensing agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into by such Lessee, such Guarantor or such Subsidiary in the ordinary course of its business, and (diii) [Reserved]restrictions in this Master Agreement, the other Operative Documents, the Existing Lease Financing Guarantee, the Revolving Credit Agreement and the other Loan Documents (e) related to any saleas defined in the Revolving Credit Agreement), transfer, disposition or conveyance of property the private placement offering permitted by Section 7.5(b5.16(l) pending such saleand, transfer, disposition or conveyance, solely with respect to the assets subject to such saleof Foreign Subsidiaries, transfer, disposition or conveyance agreements in respect of property Indebtedness of Foreign Subsidiaries set forth on Schedule 5.16 hereto and (f) prohibitions and limitations that exist pursuant to applicable requirements agreements in respect of lawIndebtedness of Foreign Subsidiaries permitted under Section 5.16(i).

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower or any other Loan Party or Subsidiary of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets (other than distribution agreements or license agreements, provided that constitute Collateral with respect to any such distribution agreements or license agreement that prohibit any Loan Party from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Security Agreement) or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower any Loan Party or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower any Loan Party or any Wholly-Owned Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned SubsidiaryLoan Party, except, other than (A) in the case of clause (iib) and (iii) above: (a) negative pledges c), customary restrictions and restrictions on Liens conditions contained in favor agreements relating to the sale of all or a substantial part of the assets of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the assets subject Subsidiary to be sold and such salesale is permitted hereunder, transfer, disposition or conveyance (B) in the case of property clauses (b) and (fc)(iii), restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (C) prohibitions in the case of clause (b) and limitations (c), customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (D) in the case of clause (c), customary provisions in organizational documents of any Foreign Subsidiary that exist pursuant to restrict the transfer of Capital Securities of such Subsidiaries, or (E) in the case of clauses (b) and (c) any applicable requirements law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of lawdividends in certain circumstances).

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Affiliated Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Affiliated Party of any of its Obligations hereunder or under any other Loan Document, (ii) prohibit Borrower or any other Group Member from granting to Agent and the Lender a Lien on any of its assets that constitute Collateral or (iiib) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Affiliated Party or (ziii) transfer any of its assets or properties to Borrower any Affiliated Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or any Wholly-Owned Subsidiary, except, in a substantial part of the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor assets of any holder of Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases, Junior Capital and other Debt permitted under Section 7.1(bby this Agreement, (C) customary provisions in leases and 7.1(k) but solely to other contracts restricting the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products assignment thereof, (bD) customary restrictions on leases, subleases, licenses or asset sale agreements Liens securing Indebtedness otherwise permitted hereby so long as such restrictions relate to be incurred, under the provisions of Section 11.2 hereof that limit the right of the debtor to dispose of the assets subject theretoto such Liens; (E) provisions with respect to the disposition or distribution of assets or property in joint venture agreements asset sale agreements, (c) customary provisions restricting assignment of any agreement stock sale agreements and other similar agreements entered into in the ordinary course of business, ; and (dF) [Reserved], restrictions on deposits (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance extent permitted hereunder) imposed by customers under contracts entered into in the ordinary course of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawbusiness.

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party or any other Subsidiary to, enter into any agreement containing any provision which would (i) be violated or breached by any borrowing by Borrower hereunder or by prohibit the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (ii) prohibit Borrower or any other Group Member from granting to the Agent and the Lender a Lien on any of its assets that constitute Collateral or (iiiii) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower Parent or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower Parent or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower Parent or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties Collateral to Borrower Parent or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: each case, (a) negative pledges and restrictions on Liens in favor of any holder of Debt (i) under agreements permitted under Section 7.1(b), (d), (m)¸ (n), and (p), Section 7.2(g), (h) and 7.1(k(i) and Section 7.4 but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt or applicable agreement or the cash securing such Debt or applicable obligations, and the proceeds and products thereof, and (ii) in respect of the Connecticut Assets and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawApplicable Law.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement agreement, including without limitation any amendments to existing agreements, containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets that constitute Collateral assets, now or hereafter acquired, or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower the Company or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower the Company or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, Loan Party; (x) except (in respect of any of the case of clause matters referred to in clauses (iib) and (iiic) above: above only) for (aA) negative pledges customary restrictions and restrictions on Liens conditions contained in favor agreements relating to the sale of all or a substantial part of the assets of any holder of Subsidiary pending such sale, provided, that, such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge by this Agreement if such restrictions or limitation on Liens relates conditions apply only to the property that is or assets securing such Debt, (C) customary provisions in leases, Joint Venture agreements (created in the subject of such Debt ordinary course consistent with past practices) and other contracts restricting the proceeds and products assignment thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (cD) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of businessbusiness and (E) any agreement in effect at the time that any Subsidiary is acquired by the Company, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and (dy) [Reserved], except (ein respect of the matter described in clause (c)(i) related above only) for customary restrictions on the ability of any Subsidiary to any sale, transfer, disposition pay dividends or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely make other distributions to the assets subject Company or any other Subsidiary or pay any debt owed to such salethe Company or any other Subsidiary, transfer, disposition or conveyance in each case contained in the Subordinated Debt Documents. The Company shall use its best efforts to avoid entering into Joint Venture agreements which would violate the foregoing terms of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawthis Section 11.8.

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

Inconsistent Agreements. NotExcept as otherwise permitted by this Agreement or the other Loan Documents, not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, except where such violation or breach would not constitute an Event of Default under Section 8.1.2 and could not reasonably be expected to have a Material Adverse Effect, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender Lenders a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary Loan Party to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned other Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned other Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary other Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiaryother Loan Party other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, exceptprovided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the Person obligated on such Debt or property or assets securing such Debt, (C) customary provisions in leases, licenses and other contracts restricting the case of clause assignment, licensing, subletting or transfer thereof, (iiD) provisions in joint venture agreements and similar agreements relating to joint ventures as they relate to clauses (b), (c)(i) and (iiic)(iii) above: , (aE) negative pledges and restrictions on Liens xxxx xxxxxxx money deposits in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereofsellers in connection with Acquisitions not prohibited hereunder, (bF) customary restrictions on leasesin documents, subleasesinstruments and agreements evidencing Subordinated Debt (other than Permitted Earn Outs) restrictions imposed by applicable law or (G) encumbrances or restrictions imposed by any amendments, licenses or asset sale agreements otherwise permitted hereby modifications, restatements, renewals, supplements, replacement of any of the foregoing so long as such restrictions relate to the assets subject theretoencumbrances or restrictions, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of businesstaken as a whole, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject are not more restrictive than those prior to such saleamendments, transfermodifications, disposition restatements, renewals, supplements, or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawreplacements.

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to Agent and the Lender Lenders a Lien on any of its assets that constitute Collateral or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary Loan Party to (xi) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiaryother Loan Party, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiaryother Loan Party, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary other Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiaryother Loan Party, exceptother than, in the case cases of clause clauses (iib) and (iiic), (A) above: (a) negative pledges restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates conditions apply only to the property that is the subject of or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the proceeds and products assignment thereof, (bC) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing any Subordinated Debt and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as in any such restrictions relate contract shall apply only to the assets subject thereto, (c) customary provisions restricting assignment or Subsidiary that is to be disposed of any agreement entered into in the ordinary course of business, (d) and such disposition is permitted hereunder. [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the assets subject to such sale, transfer, disposition or conveyance of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of law.SWK-Acer Therapeutics] Credit Agreement #155151395

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

Inconsistent Agreements. Not, and not suffer or permit any other Group Member to, Not enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party of any of its their respective Obligations hereunder or under any other Loan Document, or (iib) prohibit the Borrower or any other Group Member Loan Party from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets (other than distribution agreements or licence agreements, provided that constitute Collateral with respect to any such distribution agreements or license agreements that prohibit the Borrower or any other Loan Party (other than the Company) from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Borrower and each such other applicable Loan Party (other than the Company) shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and the Borrower further agrees to, and to cause the other Loan Parties (other than the Company) to, disclose and schedule such agreements in accordance with the terms contained in the Security referenced in Section 12.1.13(a), or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary of the Borrower to (xi) pay dividends or make other distributions to the Borrower or any Wholly-Owned Subsidiaryother Loan Party, or pay any Debt owed to the Borrower or any Wholly-Owned Subsidiaryother Loan Party, (yii) make loans or advances to the Borrower or any Wholly-Owned Subsidiary other Loan Party or (ziii) transfer any of its assets or properties to the Borrower or any Wholly-Owned Subsidiaryother Loan Party, except, in the case of clause other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bA) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in Subsidiary of the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Borrower pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such saleDebt, transfer(C) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, disposition or conveyance of property and (fD) prohibitions customary provisions in organizational documents of any Subsidiary of the Borrower that restrict the transfer of Capital Securities of such Subsidiaries, or (E) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and limitations that exist pursuant to applicable requirements federal or provincial corporate statutes restricting the payment of lawdividends in certain circumstances).

Inconsistent Agreements. Not, and not suffer or permit any other Group Member Loan Party to, enter into any agreement containing any provision which would (ia) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower or any other Loan Party or Subsidiary of any of its Obligations hereunder or under any other Loan Document, (iib) prohibit Borrower or any other Group Member Loan Party from granting to the Administrative Agent and the Lender Lenders, a Lien on any of its assets (other than distribution agreements or license agreements, provided that constitute Collateral with respect to any such distribution agreements or license agreement that prohibit any Loan Party from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Security Agreement) or (iiic) other than pursuant to any agreement in effect on the Closing Date and set forth on Schedule 7.9, or pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (xi) pay dividends or make other distributions to Borrower any Loan Party or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower any Loan Party or any Wholly-Owned Subsidiary, (yii) make loans or advances to Borrower or any Wholly-Owned Subsidiary Loan Party or (ziii) transfer any of its assets or properties to Borrower or any Wholly-Owned SubsidiaryLoan Party, except, in the case of clause other than (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (bA) customary restrictions on leases, subleases, licenses or asset sale and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the sale of all or a substantial part of the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) Subsidiary pending such sale, transfer, disposition or conveyance, solely provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such saleDebt, transfer(C) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, disposition (D) customary provisions in organizational documents of any Foreign Subsidiary that restrict the transfer of Capital Securities of such Subsidiaries, or conveyance (E) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of property and (f) prohibitions and limitations that exist pursuant to applicable requirements of lawdividends in certain circumstances).