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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Limitation on Certain Restrictions on Subsidiaries. Neither Borrower will, nor will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by the U.S. Borrower or any Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, or pay any Indebtedness owed to the U.S. Borrower or any a Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, (by) make loans or advances to the U.S. Borrower or any Subsidiary of its Restricted Subsidiaries the U.S. Borrower or (cz) transfer any of its properties or assets to the U.S. Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the U.S. Borrower or any a Subsidiary of its Restricted Subsidiaries; the U.S. Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by the U.S. Borrower or any Subsidiary of its Restricted Subsidiaries the U.S. Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in anticipation of the ordinary course respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of business; (ix) any agreement or instrument relating to Indebtedness the acquisition thereof as a result of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance 9.05 or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to Permitted Acquisition effected in clause (vii) aboveaccordance with Section 8.15; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition and (xivvii) on any restriction or after the execution and delivery thereofencumbrance with respect to assets subject to Liens permitted by Sections 9.03(iv), (i) the Permitted Junior Debt Documentsv), (ii) the Permitted Pari Passu Notes Documents and vi), (iii) the Permitted Pari Passu Loan Documents; x), (xi), (xii), (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan the Senior Notes Documents and, on and after the execution and delivery thereof, the Permitted Unsecured Debt Documents; , (iv) customary provisions restricting subletting subletting, subleasing, transferring, assignment or assignment transfer of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; , (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; Sections 10.01(iii), (xiiv), (vi), (vii), (xiii), (xviii), (xix)(i), (xxi), (xxiii), (xxiv), (xv),and (xxvi) and (viii) restrictions or encumbrances with respect to a Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or all or substantially all of the assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement and the other Credit Documents, (ix) restrictions and conditions imposed encumbrances in a contractual obligation which exist on the Initial Borrowing Date and (to the extent not otherwise permitted by this Section 10.09) are listed on Schedule 10.09, and any modification, replacement, renewal, extension or refinancing of such contractual obligation so long as such modification, replacement, renewal, extension or refinancing is not (taken as a whole) materially less favorable to the terms Lenders or materially more restrictive on the Borrower and its Subsidiaries, (x) restrictions and encumbrances binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the documentation governing Borrower pursuant to a Permitted Acquisition or an Investment made under Section 10.05(xix), (xxi) or (xxii), so long as such restrictions and encumbrances were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Investment and do not apply to any Indebtedness of a Restricted Person other than the Subsidiary of Borrower that is not a Subsidiary Guarantorso acquired, which Indebtedness is permitted by Section 10.04; (xiiixi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 hereunder and applicable solely to such joint venture; venture (xivand its assets or Equity Interest issued by such Person) on or after entered into in the execution and delivery thereofordinary course of business, (ixii) restrictions and encumbrances on cash or other deposits or net worth imposed by customers under contracts entered into in the Permitted Junior Debt Documentsordinary course of business, (ii) the Permitted Pari Passu Notes Documents and (iiixiii) the Permitted Pari Passu Loan Documents; (xv) negative pledges restrictions and encumbrances arise in connection with cash or other deposits permitted under Section 10.01 and 10.05 and limited to such cash or deposit are restrictions on Liens ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in favor of any holder of Indebtedness for borrowed money sellers in connection with Permitted Acquisitions and Investments permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent Sections 10.05(xix), (xxi) and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityxxii).

Limitation on Certain Restrictions on Subsidiaries. Each of the -------------------------------------------------- Parent and the Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Restricted the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) one or more restrictions in effect on the Initial Borrowing Date so long as any Refinancing Note/Loan Documents; such restrictions are identified (and the related Indebtedness is described) on Schedule 9.13, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Subsidiary of its Restricted Subsidiaries; the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any a Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; , (vi) customary restrictions on applicable to the transfer of Receivables Subsidiary contained in the documentation approved by the Administrative Agent and the Required Banks relating to any asset pending the close of the sale of such asset; Permitted Receivables Transaction, (vii) any agreement or instrument governing Indebtedness assumed in connection with holder of a Permitted AcquisitionLien may restrict the transfer of the asset or assets subject thereto, (viii) any Indebtedness incurred after the Initial Borrowing Date in accordance with the provisions of this Agreement may contain restrictions which are not more restrictive than those contained in this Agreement, (ix) to the extent any Subsidiary acquired or created after the relevant encumbrance Initial Borrowing Date is the obligor with respect to Permitted Acquired Debt permitted to remain outstanding pursuant to the terms of this Agreement, such Permitted Acquired Debt may contain restrictions of the type otherwise described above with respect to such Subsidiary (so long as such restrictions were not created in contemplation of such Person becoming a Subsidiary or made more restrictive after the date of the respective acquisition) and (x) Indebtedness of Foreign Subsidiaries owing to persons other than the Parent and its Subsidiaries may contain restrictions of the type otherwise prohibited above, in each case so long as the Borrower in good faith determines that said restrictions are not likely to give rise to a violation of the financial covenants contained in this Agreement and notifies the Administrative Agent in writing of said restrictions not later than the last day of the fiscal quarter of the Parent in which the respective Indebtedness is incurred or restriction was not agreed to or adopted became effective (or, in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties case of any such Personrestrictions existing on the Initial Borrowing Date, other not later than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms last day of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit fiscal quarter of the Administrative Agent and/or Parent ended closest to July 31, 1998), and so long as the Collateral Agent Parent and the Secured Creditors Borrower take such restrictions into account in determining compliance with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityfinancial covenants contained herein.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (by) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Subsidiary of its Restricted Subsidiaries; the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms anticipation of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorrespective Permitted Acquisition, which Indebtedness is permitted by Section 10.04; (xiiivi) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures not prohibited by this Agreement, (vii) any customary restriction or encumbrance with respect to assets subject to Liens permitted under Section 10.05 by Sections 10.03(iv), (x), (xi), (xii), (xv), (xvi), (xvii), (xviii), (xxi), (xxiii) and applicable solely to such joint venture; (xivxxiv), (viii) on or and after the execution and delivery thereof, (i) the Permitted Junior Notes Documents (and any Permitted Refinancing Debt DocumentsDocuments governing Permitted Refinancing Indebtedness in respect thereof), (iiix) the Permitted Pari Passu Notes Documents Chinese Factoring Program, the other Foreign Receivables Facilities and the documentation governing the foregoing, (x) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale; provided such restrictions and conditions apply only to the Subsidiary or assets being sold and such sale is permitted hereunder, (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred pursuant to Section 10.04, and (iii) the Permitted Pari Passu Loan Documents; (xvxii) negative pledges and restrictions on Liens in favor of any holder of secured Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in 10.04 NEWYORK 9228865 (2K) -132- (xxii) and (xxv) but only to the good faith determination of Borrower extent the negative pledges and restrictions relate to the property financed by or the applicable Restricted Subsidiary, to effect subject of such Qualified Securitization Transaction or such Receivables FacilityIndebtedness.

Limitation on Certain Restrictions on Subsidiaries. Borrower Holdings -------------------------------------------------- will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, except in each case for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan the Senior Note Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any Subsidiary of its Restricted Subsidiaries; the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which entered into by the Borrower or any Subsidiary of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 9.01, (vii) restrictions existing in any document executed in connection with any Permitted Non-Recourse Indebtedness so long as such restrictions only apply to the Specified Subsidiary that has incurred such Permitted Non-Recourse Indebtedness, (viii) restrictions assumed pursuant to the acquisition by the Borrower or any Subsidiary of the Borrower of any Person or of any property or assets, so long as such encumbrances or restrictions exist at the time of such acquisition and are not incurred in contemplation thereof, and such encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets so acquired, (ix) restrictions under an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock of, or property and assets of, a Subsidiary of the Borrower, so long as such encumbrances or restrictions apply solely to such Subsidiary, (x) replacements of restrictions imposed pursuant to clause (viii) of this Section 9.14 in connection with and pursuant to a refinancing of the Indebtedness giving rise to such restrictions to the extent such refinancing is permitted under this Agreement and so long as such replacement restrictions are not more restrictive than those being replaced and do not apply to any other Person or assets other than those that would have been covered by the restrictions in the Indebtedness so refinanced, and (xi) customary restrictions on the transfer of any asset pending the close assets owned by, or loans and advances made by, a non-Wholly Owned Subsidiary of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancingrestrictions are set forth in the joint venture agreement, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an partnership agreement or instrument referred to in clause (vii) above; provided that the provisions other organizational documents relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilitythereto.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) the Existing LC Facility, (iii) the Shareholders Agreement, (iv) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (ivv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries; , (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract (including leases) entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (vivii) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 6.03, (xiiix) restrictions and conditions imposed agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority, (x) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the terms properties or assets of any Person, other than the Person or the properties or assets of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary GuarantorPerson so acquired, which Indebtedness is permitted by Section 10.04; (xiiixi) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements applicable 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, (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xiii) pursuant to joint ventures permitted under Section 10.05 an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d), (g) or (h) of the definition thereof (1) if the encumbrances and applicable solely restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Existing LC Facility or (2) if such joint venture; encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrance or restriction will not materially affect the Borrower's ability to make principal or interest payments on the Loans, and (xiv) on any encumbrances or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of imposed by any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge amendments or restriction expressly permits Liens for the benefit refinancings of the Administrative Agent and/or the Collateral Agent and the Secured Creditors contracts, instruments or obligations referred to in clause (x) above provided that such amendments or refinancings are no more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement restrictions that those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Restricted the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Subsidiary of its Restricted Subsidiaries; the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any a Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; , (v) the Senior Subordinated Notes Documents, (vi) restrictions on the Subordinated Promissory Notes Documents, (vii) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 9.01(vii), (viii) any asset pending Permitted Receivables Facility Document, (ix) restrictions applicable to any Joint Venture that is a Subsidiary existing at the close time of the sale acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.14, PROVIDED that the restrictions applicable to the respective such asset; Joint Venture are not made worse, or more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (viix) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in anticipation of the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary respective Permitted Acquisition and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt PIK Preferred Stock Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will not, and nor will not permit any of the Restricted Subsidiaries toits Material Subsidiaries, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Borrower or any Material Subsidiary of any Borrower to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Capital Stock to Company or any of its Restricted Subsidiaries, other Subsidiaries or pay any Indebtedness or other Obligation owed to Borrower Company or any of its Restricted other Subsidiaries, (bii) make any loans or advances to Borrower Company or any of its Restricted Subsidiaries other Material Subsidiaries, or (ciii) transfer any of its properties or assets property to Borrower Company or any of its Restricted other Material Subsidiaries, except for such encumbrances or restrictions existing under or by reason ofexcept: (ia) Requirements of Law; (ii) this Agreement and any encumbrance or restriction pursuant to the other Credit Loan Documents, the ABL Credit AgreementSenior Notes (2006), the Unsecured Senior Notes Indenture(2012), the Secured Notes Indenture and the other definitive documentation entered into in connection any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization or an agreement in effect at or entered into on the Effective Date and reflected on Schedule 8.14(a) hereto; (iiib) any Refinancing Note/Loan Documentsencumbrance or restriction with respect to a Subsidiary of Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of Company or was acquired by Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Company) and outstanding on such date; (ivc) any such encumbrance or restriction consisting of customary provisions (i) contained in any license or other contract governing intellectual property rights of the Company or any of its Subsidiaries restricting or conditioning the sublicensing or assignment thereof, (ii) restricting subletting or assignment of any lease leases governing any leasehold interest interests of Borrower Company or any of its Restricted SubsidiariesSubsidiaries or (iii) contained in any agreement relating to the sale, transfer or other disposition of a Subsidiary or any property or assets pending such sale or other disposition, provided such encumbrances or restrictions apply only to such Subsidiary, property or assets; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viid) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary existing solely as a result of Borrower, or the properties a Requirement of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition;Law; and (viiie) encumbrances or restrictions on cash in the case of clause (iii) above, Permitted Liens or other deposits restrictions contained in security agreements or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement Capitalized Leases securing or instrument relating otherwise related to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 permitted hereby to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on restrict the transfer of any asset the property subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorsuch Permitted Lien, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture security agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityCapitalized Lease.

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

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

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Vendor Financing Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture 11-1/4% Senior Subordinated Discount Note Documents and the other definitive documentation entered into 15% Senior Discount Note Documents, each as in connection with effect on the Initial Borrowing Date, and any of such encumbrances or restrictions contained in any Replacement Senior Note Documents or Replacement Senior Subordinated Note Documents, so long as such encumbrances and restrictions are no less favorable to the foregoing; (iii) any Refinancing Note/Loan Lenders than those contained in the 15% Senior Discount Note Documents or the 11-1/4% Senior Subordinated Note Documents; , as the case may be, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any Subsidiary of its Restricted Subsidiaries; the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; , (vi) customary restrictions on the transfer dispositions of any asset pending the close Real Property of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed Borrower contained in connection with a Permitted Acquisition, to reciprocal easement agreements entered into by the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary business and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof9.01(vi), (ivii) the Permitted Junior Debt Documents, or (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityviii).

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

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

Limitation on Certain Restrictions on Subsidiaries. Borrower Holdings will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, or pay any Indebtedness owed to Borrower Holdings or any a Subsidiary of its Restricted SubsidiariesHoldings, (b) make loans or advances to Borrower Holdings or any Subsidiary of its Restricted Subsidiaries Holdings or (c) transfer any of its properties or assets to Borrower Holdings or any of its Restricted Subsidiaries, Subsidiaries except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; the provisions contained in the Retained Existing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower Holdings or any a Subsidiary of its Restricted Subsidiaries; Holdings entered into in the ordinary course of business and consistent with past practices, (v) customary provisions restricting assignment of any contract entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, (vi) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and 141 so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) customary provisions restricting the assignment of licensing agreement (in which Borrower agreements, management agreements or franchise agreements entered into by Holdings or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (viviii) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 7.05 or a Permitted Acquisition effected in accordance with Section 6.14, provided that the restrictions applicable to the respective such -------- Joint Venture are not made worse, or more burdensome, from the perspective of Holdings and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (ix) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement, (x) restrictions on the transfer of any asset pending the close of the sale of such asset; asset so long as such sale is permitted under this Agreement, (viixi) any agreement or instrument the documentation governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, Debt (other than the Persons or the properties acquired in Permitted Acquired Debt) so long as such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect more restrictive than the provisions relating to such encumbrance or restriction those contained in the agreements or instruments referred to in such clause Senior Subordinated Note Documents, (vii); xii) the Senior Subordinated Note Documents, (xixiii) restrictions on the transfer of any asset subject to a Lien assets securing purchase money obligations and Capitalized Lease Obligations otherwise permitted by Section 10.01; (xii) restrictions hereunder, and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens customary net worth provisions contained in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit Real Property leases entered into by Subsidiaries of the Administrative Agent and/or US Borrower so long as the Collateral Agent US Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the US Borrower and the Secured Creditors with respect its Subsidiaries to the credit facilities established hereunder meet their ongoing obligations (including those under this Agreement and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilitySenior Subordinated Notes).

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

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

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

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

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

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

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Restricted the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan the Senior Subordinated Note Documents; , (iv) restrictions on the Receivables Subsidiary, and with respect to Receivables Facility Assets, set forth in the Receivables Documents, (v) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Subsidiary of its Restricted Subsidiaries; the Borrower, (vvi) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or any a Subsidiary of its Restricted Subsidiaries the Borrower in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with holder of a Permitted AcquisitionLien may restrict the transfer of the asset or assets subject thereto, (viii) any Indebtedness incurred after the Restatement Effective Date in accordance with the provisions of this Agreement may contain restrictions which are not more restrictive than those contained in this Agreement, (ix) to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred incurs Indebtedness pursuant to Section 10.04 9.04(xviii), and so long as such Indebtedness remains outstanding, the terms of the documentation with respect to such Indebtedness may contain restrictions of the extent such encumbrance or restriction types described above, but only applies with respect to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; its Subsidiaries and (x) an agreement effecting a refinancing, replacement to the extent any Subsidiary acquired or substitution of Indebtedness issued, assumed or incurred created after the Restatement Effective Date is the obligor with respect to Permitted Acquired Debt permitted to remain outstanding pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorthis Agreement, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Acquired Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.may

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

Limitation on Certain Restrictions on Subsidiaries. No Borrower will notshall, and will not nor shall it permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ai) pay dividends or make any other distributions on its capital stock Capital Stock or pay any Indebtedness or other interest or participation in its profits owned by Obligations owed to any Borrower or any of its Restricted other Subsidiaries, (ii) make any loans or pay advances to any Indebtedness owed to Borrower or any of its Restricted other Subsidiaries, (biii) make loans transfer any of its property or advances assets to any Borrower or any of its Restricted other Subsidiaries or (civ) transfer enter into any of its properties or assets Material Agreement unless such agreement expressly provides that it may be collaterally assigned to Borrower or the Collateral Agent and may be further assigned by the Collateral Agent in any of its Restricted Subsidiariesforeclosure, except for such encumbrances or restrictions existing under or by reason ofexcept: (ia) Requirements any encumbrance or restriction pursuant to the Amended and Restated Credit Agreement or the agreement governing Permitted Junior Debt or any extension, replacement or refinancing thereof which is not otherwise prohibited by the terms of Lawthis Agreement; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iiib) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was consisting of customary non-assignment provisions in Contractual Obligations which are not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition Material Agreements and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements are entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 business to the extent such encumbrance provisions restrict the transfer or restriction only applies to such Foreign Subsidiary and any Subsidiary assignment of such Foreign Subsidiaryagreement; (xc) in the case of clause (iii) above, Permitted Liens or other restrictions contained in security agreements securing Indebtedness permitted hereby to the extent such restrictions restrict the transfer of the assets specifically secured by such security agreement; 111 (d) any restriction on transfer of an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred asset pursuant to an agreement or instrument referred to in clause (vii) above; provided that sell such asset to the provisions relating to extent such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or sale would be permitted under the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii)terms of this Agreement; (xie) restrictions on Airstar Corporation in the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Airstar Aircraft Financing Documents and (iii) restrictions on Huntsman Headquarters Corporation in the Permitted Pari Passu Headquarters Mortgage Loan Documents; (xvf) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit 4.03 of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders Articles of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basisIncorporation of Huntsman Chemical Corporation; and (xvig) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, on Foreign Subsidiaries in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityForeign Overdraft Facilities.

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

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

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (by) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close case of the sale of such asset; foregoing clauses (viiy) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 solely to the extent such encumbrance or restriction only applies to loans or advances made by any such Foreign Subsidiary and any Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Foreign Subsidiary; Subsidiary to the Borrower) and (xz) an agreement effecting a refinancingof this Section 9.1010.10, replacement or substitution of other Indebtedness issued, assumed or incurred permitted pursuant to an agreement or instrument referred to in clause Section 9.0510.05, (viiiv) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on holders of Permitted Liens may restrict the transfer of any asset assets subject to a Lien permitted by Section 10.01; thereto, (xiiv) in the case of foregoing clause (x), restrictions and or conditions imposed by any agreement relating to Permitted Securitizations if such restrictions or conditions apply only to the terms Receivables and the Related Assets that are the subject of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary GuarantorPermitted Securitization, which Indebtedness is permitted by Section 10.04; (xiiivi) customary provisions in joint venture agreements leases and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on contracts restricting subletting orthe assignment of any lease governing a leasehold interest of the Borrower or after of any Subsidiary of the execution and delivery thereofBorrower, andthereof, (ivii) customary provisions restricting assignment of any licensing agreement entered into by the Permitted Junior Debt DocumentsBorrower or any of its Subsidiaries in the ordinary course of business., (iiviii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) customary restrictions and conditions under contained in agreements relating to the terms sale of a Subsidiary or assets pending such sale; provided that such restrictions and conditions apply only to the documentation governing any Qualified Securitization Transaction Subsidiary or a Receivables Facility thatassets that are to be sold and such sale is permitted hereunder, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.(ix)

Limitation on Certain Restrictions on Subsidiaries. Dividends; Negative Pledges. (a) The Borrower and its Subsidiaries will not, and will not permit any of the Restricted Subsidiaries to, --------------------------- directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of their Subsidiaries to (ai) pay dividends or make any other distributions on its capital stock stock, or any other interest or participation in its profits profits, owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower the Borrower, or any of its Restricted Subsidiaries, (bii) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Borrower or any of its Restricted Subsidiaries, except in either case for such encumbrances or restrictions existing under or by reason of: (i) Requirements of Law; (ii) applicable law, this Agreement and the other Credit Documents, Documents or in the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture Public Debt Issue documents and the other definitive documentation entered into except for any restrictions existing in connection with any of Subsidiary acquired by the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (after the Effective Date, in which case the Borrower shall either promptly cause the removal or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties release of any such Personrestrictions or not advance the proceeds of any Loan to such Subsidiary even if otherwise permitted by this Agreement. (b) The Borrower and it Subsidiaries shall not redeem, purchase or otherwise acquire any shares of its capital stock other than the Persons as permitted herein, or the properties acquired in declare or pay any dividends on its capital stock, make any distribution or payment to stockholders, or set aside any funds for such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancingpurpose, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, except: (i) the Permitted Junior Borrower may redeem, purchase or otherwise acquire its capital stock or declare and pay dividends on its capital stock so long as it maintains (after giving effect to any such redemption, purchase or acquisition or the payment of any such distribution or dividend) a ratio of Total Funded Debt Documentsto Total Capital of no greater than 40%, provided that the Borrower may redeem, purchase or otherwise acquire its capital stock in an aggregate amount of up to $15,000,000 during the period from January 1, 1998, through December 31, 1998; (ii) any Subsidiary of the Permitted Pari Passu Notes Documents Borrowers may declare and pay dividends or make distributions to the Borrowers and make payments to the Borrowers on any obligations or liabilities, including Indebtedness, owing to any of the Borrowers; (iii) scheduled interest payments may be made on the Permitted Pari Passu Loan DocumentsPublic Debt Issue; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

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

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

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

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (by) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close case of the sale of such asset; foregoing clauses (viiy) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 solely to the extent such encumbrance or restriction only applies to loans or advances made by any such Foreign Subsidiary and any Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Foreign Subsidiary; Subsidiary to the Borrower) and (xz) an agreement effecting a refinancingof this Section 10.10, replacement or substitution of other Indebtedness issued, assumed or incurred permitted pursuant to an agreement or instrument referred to in clause Section 10.05, (viiiv) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on holders of Permitted Liens may restrict the transfer of any asset assets subject to a Lien permitted by Section 10.01; thereto, (xiiv) in the case of foregoing clause (x), restrictions and or conditions imposed by any agreement relating to Permitted Repurchase Facilities or Permitted Securitizations if such restrictions or conditions apply only to the terms Receivables and the Related Assets that are the subject of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantorthesuch Permitted SecuritizationRepurchase Facilities or Permitted Securitizations, which Indebtedness is permitted by Section 10.04; as applicable, (xiiivi) customary provisions in leases and other contracts restricting the assignment thereof, (vii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (viii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder, (ix) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements applicable to that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on venture or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents similar Person and (iiix) the Permitted Pari Passu Loan Documents; (xv) negative pledges replacements, renewals, amendments and restrictions on Liens in favor refinancings of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if agreements described above so long as such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent replacement, renewals, amendments and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, refinancings are necessary or advisable, not materially more restrictive in the good faith determination judgment of Borrower or the applicable Restricted SubsidiaryBorrower, to effect such Qualified Securitization Transaction or such Receivables Facilitytaken as a whole, than in the relevant refinancing agreement.

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

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

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Capital Stock or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (by) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, rule, regulation or order, (ii) this Credit Agreement and the other Credit Loan Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Borrower or any a Restricted Subsidiary of its Restricted Subsidiaries; the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (v) any encumbrance or restriction pursuant to an agreement in effect or entered into on the Effective Date as set forth on the Effective Date Officer's Certificate (and all replacements or substitutions thereof on terms not materially more adverse to the Lenders and not materially less favorable or materially more onerous to the Borrower and its Restricted Subsidiaries than those contained the any such agreement on the Effective Date), (vi) customary agreements relating to the transfer of, or the granting of licenses in licenses related to, copyrights, patents or other intellectual property, (vii) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein), (viii) purchase money indebtedness permitted to be incurred under this Credit Agreement, (ix) restrictions on cash or other deposits under bona fide arrangements with customers entered into in the ordinary course of business, (x) Refinancing Indebtedness (provided, that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, take as a whole, than those contained in the agreements governing the Indebtedness being refinanced); (xi) agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Capital Stock other than on a pro rata basis, (xii) with respect to any Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Permitted Indebtedness, or any agreement pursuant to which such Permitted Indebtedness was issued, (xiii) restrictions on the transfer of any asset pending the close of the sale of such asset; asset (viixiv) any agreement restriction or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset assets subject to a Lien permitted Liens not prohibited by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor9.3 hereof, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges encumbrances and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, contained in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityMaster Indenture Documents.

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

Limitation on Certain Restrictions on Subsidiaries. No Borrower -------------------------------------------------- will, nor will not, and will not any Borrower permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by such Borrower or any Subsidiary of its Restricted Subsidiariessuch Borrower, or pay any Indebtedness owed to such Borrower or any a Subsidiary of its Restricted Subsidiariessuch Borrower, (by) make loans or advances to such Borrower or any Subsidiary of its Restricted Subsidiaries such Borrower or (cz) transfer any of its properties or assets to such Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; the provisions contained in the Scheduled Existing Indebtedness, (iv) the Senior Subordinated Note Documents, (v) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of any Borrower or any a Subsidiary of its Restricted Subsidiaries; such Borrower, (vvi) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by any Borrower or any Subsidiary of its Restricted Subsidiaries such Borrower in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does so long as the respective encumbrances or restrictions were not apply to Borrower created (or any Restricted Subsidiary made more restrictive) in connection with or in anticipation of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such respective Permitted Acquisition; , (viii) encumbrances customary provisions restricting subletting or restrictions on cash assignments of leases and/or customary provisions restricting subletting or other deposits or net worth imposed by customers under agreements assignments of leases and/or non-assignment provisions entered into in the ordinary course of business; business and consistent with past practices; (ix) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any agreement Borrower or instrument relating any of its Subsidiaries in the ordinary course of business; (x) restrictions applicable to Indebtedness any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a Foreign Subsidiary incurred result of an Investment pursuant to Section 10.04 9.05 or a Permitted Acquisition effected in accordance with Section 8.14, provided that the restrictions applicable to the extent respective such Joint -------- Venture are not made worse, or more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (xi) any restriction or encumbrance or restriction only applies with respect to such Foreign a Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred imposed pursuant to an agreement which has been entered into for the sale or instrument referred to in clause (vii) above; provided that disposition of all or substantially all of the provisions relating to capital stock or assets of such encumbrance Subsidiary, so long as such sale or restriction contained in any disposition of all or substantially all of the capital stock or assets of such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien Subsidiary is permitted by Section 10.01; under this Agreement and (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; Permitted Debt (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the than Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityAcquired Debt).

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

Limitation on Certain Restrictions on Subsidiaries. Borrower Aleris will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits Equity Interests owned by Borrower Aleris or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower Aleris or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower Aleris or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to Borrower Aleris or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law or any applicable regulation, rule, order, approval, license or other restrictions issued by any Governmental Authority, (ii) this Agreement and the other Credit Documents, (iii) the Senior Bridge Loan Documents, the New Note Documents or the ABL Credit Agreement, Agreement (in each case as in effect on the Unsecured Notes Indenture, Borrowing Date (or in the Secured Notes Indenture and the other definitive documentation entered into in connection with any case of the foregoing; New Note Documents, on the date of issuance thereof), and as the same may thereafter be amended, modified (iiior replaced) or refinanced in accordance with the terms of this Agreement so long as the terms of any Refinancing Note/Loan restrictions described in clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any material respect (taken as a whole) than those terms as in effect on the Borrowing Date (or in the case of the New Note Documents; , on the date of issuance thereof)), (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower Aleris or any of its Restricted Subsidiaries; , (v) customary provisions restricting assignment of any licensing agreement (in which Borrower Aleris or any of its Restricted Subsidiaries is the licensee) or other contract entered into by Borrower Aleris or any of its Restricted Subsidiaries in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 9.01(iii), (xiivi), (vii), (viii), (xv), (xvi) or (xvii), (viii) the Existing Senior Secured Note Documents (as in effect on the Borrowing Date), (ix) customary restrictions and conditions in the respective Subsidiary’s industry imposed by customers under contractual arrangements entered into in the terms ordinary course of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors business with respect to the credit facilities established hereunder cash or other deposits or minimum net worth or similar requirements and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such (x) provisions contained in agreements related to or instruments evidencing Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by incurred pursuant to Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility9.04(ii).

Limitation on Certain Restrictions on Subsidiaries. Each of the Lead Borrower and any Restricted Subsidiary will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted SubsidiariesSubsidiary, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: (i2) Requirements of Applicable Law; (ii4) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii6) any Refinancing Note/Loan Documentsthe Senior Notes Documents (or other documents governing Indebtedness that replaces or refinances the Senior Notes permitted under Section 10.04(i)(y)); (iv) 8) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Lead Borrower or any of its Restricted SubsidiariesSubsidiary; (v10) customary provisions restricting assignment of any licensing agreement (in which the Lead Borrower or any of its Restricted Subsidiaries Subsidiary is the licensee) or other contract entered into by the Lead Borrower or any of its Restricted Subsidiaries Subsidiary in the ordinary course of business; (vi12) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii14) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Lead Borrower or any Restricted Subsidiary of BorrowerSubsidiary, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii16) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix18) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary (other than a Credit Party) incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary(other than a Credit Party); (x20) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Lead Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii); (xi22) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii24) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii26) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv28) on or after the execution and delivery thereof, (i) the Permitted Junior Debt Documents, (ii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents;; and (xv30) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors secured parties with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. The U.S. Borrower will not, and nor will not it permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by the U.S. Borrower or any Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, or pay any Indebtedness owed to the U.S. Borrower or any a Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, (by) make loans or advances to the U.S. Borrower or any Subsidiary of its Restricted Subsidiaries the U.S. Borrower or (cz) transfer any of its properties or assets to the U.S. Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) Requirements of Law; applicable law, (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the Unsecured Notes Indenture, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the U.S. Borrower or any a Subsidiary of its Restricted Subsidiaries; the U.S. Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by the U.S. Borrower or any Subsidiary of its Restricted Subsidiaries the U.S. Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Borrower or any Restricted Subsidiary of Borrower, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in anticipation of the ordinary course respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of business; (ix) any agreement or instrument relating to Indebtedness the acquisition thereof as a result of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above9.05; provided that the provisions relating restrictions applicable to such encumbrance or restriction contained joint venture are not made more burden- some, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in any such refinancingeffect immediately before giving effect to the consummation of the respective Investment, replacement or substitution agreement are no less favorable to Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 9.03(iv); , (x), (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; ), (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereofxvi), (iviii) the Permitted Junior Debt ABL Credit Documents, (iiix) restrictions set forth in the Permitted Pari Passu Notes Documents documents governing Existing Indebtedness and (iii) the Permitted Pari Passu Loan Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvix) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of Borrower or documents governing Indebtedness incurred following the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityAmendment No. 3 Effective Date which are not materially more restrictive than the restrictions described in the foregoing clause (ix).