Common use of Limitation on Negative Pledge Clauses Clause in Contracts

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinanced.

Limitation on Negative Pledge Clauses. Enter into with any Person any agreement, other than this Agreement or suffer to exist or become effective the Indenture (including any agreement that new indenture which results from an otherwise permitted refinancing of the Senior Notes), which prohibits or limits the ability of the Company Borrowers or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquiredacquired provided, that the foregoing shall not apply to secure the Obligations or, in the case of (i) restrictions and conditions imposed by Laws or by any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Loan Document, other than (aii) this Agreement restrictions and conditions in any agreement or contract existing on the other Loan Documents; (b) Effective Date and any Lien arising pursuant to any Permitted Securitization Documentsamendments, (c) documentation governing Credit Agreement Refinancing Debt modifications, restatements, renewals or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) replacements thereof (to the extent such provisions that are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions existing on the assignment of leasesEffective Date, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (hiii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) asset pending such sale; provided provided, that such restrictions and conditions apply only to the Restricted Subsidiary of the Company or asset that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; , (iiv) restrictions under agreements evidencing or governing or otherwise conditions imposed by any agreement relating to secured Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that permitted by this Agreement if such restrictions are applicable or conditions apply only with respect to the property or assets of Subsidiaries that are not Subsidiary Guarantors; securing such Indebtedness, (jv) customary non-assignment provisions in joint venture agreementsany contract, limited liability company operating agreementseasement or lease, partnership agreements, stockholders agreements and other similar agreements; (k) customary encumbrances and restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (vi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which either Borrower or any Restricted Subsidiary is a party and which is entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not any other asset or property of such Borrower or such Restricted Subsidiary or the assets or property of any other Borrower or other Restricted Subsidiary, and (lvii) restrictions contained in documents evidencing Indebtedness existing at the time at which any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) such Person first becomes a Restricted Subsidiary, so long as such provisions restriction was not agreed to or entered into solely in contemplation of such change in status, and any amendments, modifications, restatements, renewals or replacements thereof that are not materially more restrictive on restrictive, taken as a whole, than the Company and its restrictions existing at the time such Person first becomes a Restricted Subsidiaries than those contained in the Indebtedness refinancedSubsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) the Note Documentation and any Lien arising pursuant to any Permitted Securitization Documentsagreements governing Indebtedness permitted by Sections 6.2(f) and (i), (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions agreements, taken as a whole, are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Note Documentation, (ec) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case proceeds thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing of purchase money Indebtedness Excluded Subsidiary permitted by Section 6.2(h) (in which case, any such prohibition or Permitted Acquisition Indebtedness, limitation shall only be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or effective against the assets of a Restricted such Excluded Subsidiary of and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is assets permitted to be sold (or whose assets are subject to be soldLiens permitted by Section 6.3(k) and such sale is permitted hereunder; the proceeds thereof), (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jf) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements that restrict transfer of assets of, or equity interests in, joint ventures, (kg) restrictions on cash licenses or other deposits or net worth imposed sublicenses by customers under contracts entered into the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of businessbusiness (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) prohibitions and limitations in effect on the date hereof and listed on Schedule 6.13(h), (i) provisions in leases that restrict the transfer of such lease by the lessee and (lj) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date prohibitions and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedlimitations arising by operation of law.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement Negative Pledge that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Documents; , the Capital One Credit Agreement and related loan documents thereto, (b) any Lien arising pursuant to any Permitted Securitization Documents, by operation of Requirements of Law; (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j)[reserved]; (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions single purpose entity limitations contained in charter documents for Subsidiaries that are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), Eligible Subsidiaries; (e) any agreements governing any purchase money Liens (customary provisions restricting subletting or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case assignment of any Permitted Refinancing lease governing a leasehold interest of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement)any Group Member; (f) customary restrictions on the provisions restricting assignment of leases, licenses and contracts any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; sale (provided that such restrictions and conditions apply only to the Restricted Subsidiary of the Company or assets that is are to be sold (or whose assets are to be sold) and such sale or other Disposition is permitted hereunder); (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jh) customary provisions in joint venture agreementsagreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, limited liability company operating agreements, partnership agreements, stockholders agreements or otherwise restricting transactions between the joint venture and other similar agreementsthe Borrower and its Subsidiaries; and (ki) restrictions on cash or other deposits conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or net worth imposed by customers under contracts entered into conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the ordinary course issuer of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedConsolidated Secured Debt.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon on any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee Guaranty and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings))Liens, Capital Lease Obligations Obligations, EITF 97-10 Capital Lease Obligations, DCIP Sale and Leaseback Transactions or Permitted Acquisition Indebtedness other secured indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtednessthereby), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (gc) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that so long as such restrictions are applicable only with respect no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced) (in each case, to the assets extent such agreements do not conflict with the provisions of Subsidiaries that are not Subsidiary Guarantors; Section 5.9), (jd) customary nonassignment provisions in or other restrictions on Liens arising under leases, subleases, licenses, joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (le) any agreement exceptions set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those “Pledged Stock” definition contained in the Indebtedness refinancedGuaranty and Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not Restricted Subsidiaries, and (f) during the period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the UA Pass-Through Trust Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Parent, the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness or Guarantee Obligations in respect thereof, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the assignment Borrower and its Restricted Subsidiaries of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) (x) prohibitions and limitations in effect on the date hereof and listed on Schedule 6.13 and (y) to the extent such prohibitions and limitations described in clause (x) are set forth in an agreement evidencing Indebtedness, prohibitions and limitations set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such prohibitions and limitations, (i) customary provisions in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets subject to such Disposition, (m) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof (other than Indebtedness constituting any unsecured Junior Debt) as long as such pledges and restrictions do not restrict or impair the ability of the Parent, the Borrower and the Restricted Subsidiaries that are not Subsidiary Guarantors; to comply with their obligations under the Loan Documents, (jo) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (kp) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and or (lq) restrictions imposed by any agreement set forth in the documentation governing Indebtedness outstanding on entered into after the Closing Date and set forth on Schedule 7.12 permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to Parent, the Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such provisions are restrictions will not materially more restrictive on affect the Company obligation or ability of Parent, the Borrower and its the Restricted Subsidiaries than those contained in to make any payments required to be made by it hereunder, become a Loan Party (to the Indebtedness refinancedextent so required by Section 5.10), perform obligations required to be performed by it under the Loan Documents (including obligations to provide Collateral and guarantees under the Loan Documents).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (c) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (d) any agreements governing Indebtedness permitted by Section 6.2(h) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds and products thereof), (e) customary provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or Permitted Acquisition IndebtednessCapital Stock in, shall be no more restrictivejoint ventures, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment licenses or sublicenses by any Group Member of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (g) any agreement customary provisions (including customary net worth provisions) (as reasonably determined by the Parent Borrower) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (h) prohibitions and limitations arising by operation of law, (i) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the such Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; Subsidiary, (j) customary provisions restrictions (as reasonably determined by the Parent Borrower) that arise in joint venture agreementsconnection with any Disposition permitted by Section 6.4 or 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) customary provisions (as reasonably determined by the Parent Borrower) contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (l) customary restrictions (as reasonably determined by the Parent Borrower) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (m) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth described in Schedule 6.11, (n) restrictions imposed by any agreement relating to Indebtedness permitted pursuant to clauses (d), (g), (j), (l), (m), (n), (o), (p), (u), (w), (y), (aa), (ee), and (ff) of Section 6.2, (o) customary restrictions (as reasonably determined by the Parent Borrower) that arise in connection with any Lien permitted by clauses (b)(ii), (b)(iii), (c), (d), (f), (h), (j), (l), (m), (n), (o), (q), (r), (s), (t), (u), (y), (z) or (ee) of Section 6.3 and relate to the property subject to such Lien, (p) negative pledges and restrictions on Schedule 7.12 Liens in favor of any holder of Indebtedness permitted under Section 6.2 but solely to the extent any negative pledge relates to (i) the property financed by such Indebtedness and the proceeds and products thereof or any Permitted Refinancing thereof (including successive refinancingsii) so long as such provisions are not materially more restrictive on the Company property of the Parent Borrower and its Restricted Subsidiaries than those contained so long as the agreements governing such Indebtedness permit the Liens securing the Obligations or (p) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Parent Borrower, no more restrictive with respect to the Parent Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness refinancedof such type, so long as the Parent Borrower shall have determined in good faith that such restrictions would not, or would not reasonably be expected to, restrict or impair, in any material respect, the ability of the Parent Borrower and its Restricted Subsidiaries to make any payments required under the Loan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , the Term Loan Credit Facility Documents (as in effect as of the date hereof, except for any Permitted Amendment (as defined in the Term Loan Credit Agreement)), or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility (as defined in the Term Loan Credit Agreement as in effect on the date hereof), any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing of purchase money Indebtedness Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or Permitted Acquisition Indebtedness, limitation shall only be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or effective against the assets of a Restricted such Excluded Subsidiary of and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is assets permitted to be sold (or whose assets are subject to be soldLiens permitted by Section 6.3(k) and such sale is permitted hereunder; the proceeds thereof), (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jf) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements that restrict transfer of assets of, or equity interests in, joint ventures (kincluding the CP&P Joint Venture as in effect on the date hereof), (g) restrictions on cash licenses or other deposits or net worth imposed sublicenses by customers under contracts entered into any Group Member of Intellectual Property in the ordinary course of businessbusiness or consistent with past practice (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), and (lh) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof customary provisions (including successive refinancingscustomary net worth provisions) so long as such provisions are not materially more restrictive on in leases, subleases, licenses and sublicenses that restrict the Company transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and its Restricted Subsidiaries than those contained in the Indebtedness refinanced.limitations arising by operation of law,

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement Negative Pledge that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Documents; , the Existing Credit Agreement and loan documents related thereto, (b) any Lien arising pursuant to any Permitted Securitization Documents, by operation of Requirements of Law; (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j)[reserved]; (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions single purpose entity limitations contained in charter documents for Subsidiaries that are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), Eligible Subsidiaries; (e) any agreements governing any purchase money Liens (customary provisions restricting subletting or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case assignment of any Permitted Refinancing lease governing a leasehold interest of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement)any Group Member; (f) customary restrictions on the provisions restricting assignment of leases, licenses and contracts any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; sale (provided that such restrictions and conditions apply only to the Restricted Subsidiary of the Company or assets that is are to be sold (or whose assets are to be sold) and such sale or other Disposition is permitted hereunder); (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jh) customary provisions in joint venture agreementsagreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, limited liability company operating agreements, partnership agreements, stockholders agreements or otherwise restricting transactions between the joint venture and other similar agreementsthe Borrower and its Subsidiaries; and (ki) restrictions on cash or other deposits conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or net worth imposed by customers under contracts entered into conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the ordinary course issuer of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedConsolidated Secured Debt.

Limitation on Negative Pledge Clauses. Enter into into, or suffer to exist or become effective exist, any agreement that agreement, other than this Agreement which prohibits or limits the ability of any Subsidiary to (i) pay dividends or make other distributions or pay any Indebtedness owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Subsidiary, (iii) transfer any of its properties or assets to the Borrower or any other Subsidiary Guarantor or the ability of the Borrower or any of its Subsidiaries or Holding Companies to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquiredacquired PROVIDED, that this subsection 8.13 shall not apply to secure (A) restrictions existing on the Obligations ordate hereof applicable to Indebtedness permitted under subsection 8.2(e) or other Indebtedness permitted under subsection 8.2 that impose restrictions analogous to those described in clause (B) below, in (B) restrictions applicable to Indebtedness or Capital Stock of a Person acquired by the case of Borrower or any Subsidiary Guarantoras in effect at the time of acquisition, its obligations under except if such restriction was incurred in connection with, or in contemplation of such acquisition or such restriction applies to the Guarantee and Collateral Agreement Borrower, any Subsidiary (other than the Person acquired) or the assets thereof (other than the assets of the Person so acquired) or any after-acquired property, (C) restrictions arising by reason of customary non-assignment or no-subletting clauses in leases or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; business and consistent with past practices, (gD) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company purchase money obligations or Capital Lease Obligations (or the assets of a Restricted Subsidiary of the Companyrefinancings thereof that impose no more restrictive restrictions) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into for property acquired in the ordinary course of business, business that impose restrictions of the nature described in clause (B) above solely on the property so acquired; (E) Permitted Liens on assets securing Indebtedness permitted hereunder and (lF) any restrictions with respect to a Subsidiary imposed pursuant to a binding agreement set forth in which has been entered into for the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 sale or any Permitted Refinancing thereof disposition (including successive refinancingsby merger or consolidation) so long as of all or substantially all of the Capital Stock or assets of such provisions are not materially more restrictive on the Company Subsidiary, provided that such restrictions apply solely to such Capital Stock or asset of such Subsidiary and its Restricted Subsidiaries than those contained in the Indebtedness refinanced.such sale or disposition is otherwise permitted pursuant to this Agreement. 8.14

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising agreement of any Person which becomes a Subsidiary of the Company or to which the Company or any Subsidiary becomes subject after the date hereof in connection with a Permitted Acquisition, which agreement was not created in anticipation thereof, including, but not limited to, any such agreement governing acquired Indebtedness permitted under subsection 7.2(d), provided that any agreement so permitted in accordance with this clause (b) shall apply only to the property or assets acquired, directly or indirectly, by the Company pursuant to any such Permitted Securitization DocumentsAcquisition, (c) documentation governing Credit Agreement Refinancing Debt agreements that restrict in a customary manner the subletting, assignment or Indebtedness incurred under Section 7.02(j); transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such customary provisions are not more restrictive than customary market terms for Indebtedness restricting dispositions of such type (and real property interests set forth in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)easement or similar agreements, (e) agreements in connection with the sale or disposition of any agreements governing any purchase money Liens assets of the Company or the sale or disposition of a Subsidiary (or any Permitted Refinancing in respect thereof (including successive refinancings)of its property or assets), Capital Lease Obligations in any such case as permitted under this Agreement, pending the closing of such sale or Permitted Acquisition Indebtedness otherwise disposition, (f) any industrial revenue bonds, purchase money mortgages or Financing Leases permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby thereby) and (g) agreements governing Indebtedness permitted to be incurred pursuant to subsection 7.2 which contain only restrictions customary for such type of Indebtedness, including agreements creating Liens permitted to be incurred pursuant to subsection 7.3, provided that, in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that agreement described in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; this clause (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that ), such agreement was does not entered into prohibit or limit in contemplation any manner the ability of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of Intermediate Holdings, the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive of its Subsidiaries to create, incur, assume or suffer to exist any Lien securing any Obligations on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedany Collateral.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become any agreement, other than in connection with Indebtedness secured by any Lien permitted by Section 7.2 (in which case, any restriction shall only be effective any agreement that prohibits or limits against the assets subject to such Lien), which restricts the ability of the Company DW Animation or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to exclusively secure with such property, assets or revenues the obligations of DW Animation hereunder or Guarantee Obligations orin respect thereof, except for any such restriction existing under or by reason of (a) customary provisions in leases and other agreements restricting the assignment thereof, (b)(i) in the case of any Subsidiary Guarantoracquired after August 10, 2012 that is not wholly owned, directly or indirectly, by DW Animation, restrictions or conditions imposed by its obligations under organizational documents that are binding on such Subsidiary at the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent time such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement)Subsidiary is acquired, so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was were not entered into solely in contemplation of such Person becoming acquisition (provided that for so long as such restrictions are applicable, no other Subsidiary may be merged or consolidated with such Subsidiary if the property subject to such restrictions would be expanded as a Restricted result of such merger or consolidation) or (ii) any restrictions or conditions which are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and other similar arrangements permitted hereunder; provided that in each case in this clause (b) such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of the Company; such Subsidiary, (hc) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any asset of the Company (DW Animation or the assets of a Restricted Subsidiary of the Company) any Subsidiary, in each case pending such sale; provided that such restrictions and conditions apply only to such Subsidiary or the Restricted Subsidiary of the Company assets that is are to be sold (or whose assets are to be sold) and and, in each case, such sale is permitted hereunder; hereunder or (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (ld) any restrictions existing under any agreement set forth that amends, refinances or replaces any agreement containing the restrictions referred to in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 clause (a), (b) or any Permitted Refinancing thereof (including successive refinancingsc) above so long as such provisions are agreement does not materially more restrictive on expand the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedscope of such restrictions.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted 157 Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinanced.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , the Junior Lien Loan Documents and the ABL Loan Documents (in the case of the Junior Lien Loan Documents and the ABL Loan Documents, as in effect as of the date hereof, except for any Permitted Amendment (as defined in the Junior Lien Credit Agreement or the ABL Credit Agreement, as applicable)), or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the Junior Lien Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the Junior Lien Credit Agreement as in effect on the date hereof), any Replacement Facility, any Replacement Facility (as defined in the Junior Lien Credit Agreement as in effect on the date hereof) or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures (including the CP&P Joint Venture as in effect on the assignment date hereof), (g) licenses or sublicenses by any Group Member of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Mid-Holdings, no more restrictive with respect to Mid-Holdings or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Mid-Holdings shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, Mid-Holdings and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under agreements relating to Property encumbered by Liens permitted by Section 7.02(j); 11.4 as long as such agreements apply only to the Property encumbered by such Liens, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by Section 11.3 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary, (h) agreements with suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company US Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Incremental Facility Amendment permitted hereby), the other Loan Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the assignment US Borrower and its Restricted Subsidiaries of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement [reserved], (i) customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jm) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (kn) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and or (lo) restrictions imposed by any agreement set forth in the documentation governing Indebtedness outstanding on entered into after the Closing Date and set forth on Schedule 7.12 permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the US Borrower, no more restrictive with respect to the US Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the US Borrower shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, the US Borrower and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company a Loan Party or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; , (b) the Senior Subordinated Notes or the Senior Subordinated Note Indenture or any Lien arising other Indebtedness to the extent the prohibitions or limitations to so create, incur, assume or suffer to exist such Liens are not more restrictive in any material respect than those set forth in the Senior Subordinated Note Indenture (as in effect on the Closing Date or as modified pursuant to any Permitted Securitization DocumentsSection 7.9(c)), (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing (x) any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and thereby) or (y) any Indebtedness incurred pursuant to Section 7.2(k), (o) or (p) to the extent such prohibition or limitation only to the extent the assets acquired in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtednessconnection with such incurrence, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (fd) customary restrictions on the assignment of leasescontracts contained therein, licenses and contracts entered into in (e) customary restrictions with respect to an asset imposed pursuant to an agreement for the ordinary course Disposition (which Disposition is permitted by Section 7.5) of business; such asset, (gf) any agreement in effect agreements which are (i) binding on a Subsidiary at the time any Person such Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was agreements were not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary, (hii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such joint venture and entered into in the ordinary course of business, (kiii) are customary restrictions in leases, subleases, licenses or asset sale arrangements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (iv) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, and (v) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, business and (lg) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 prohibition or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedlimitation that exists pursuant to applicable Requirements of Law.

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt agreements relating to Property encumbered by Liens permitted by subsection 12.3 as long as such agreements apply only to the Property encumbered by such Liens, any inventory or Indebtedness incurred under Section 7.02(j); goods, the sale of which may give rise to a “Receivable” (as such term is defined in the Permitted Receivables Agreement) or the assignment of any right to receive income in respect of such inventory or goods, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by subsection 12.2 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary (other than the Capital Stock of such Foreign Subsidiary), (h) agreements with suppliers to the Company or affiliates of suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers or affiliates of such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor to createCBS will not, incur, assume or suffer to exist any Lien upon and will not permit any of its Material Subsidiaries to, enter into any contractual obligation (a "Lien Restriction") in connection with the incurrence of Indebtedness for Borrowed Money which, with respect to any material Property asset of CBS or revenuesany of its Material Subsidiaries, whether now owned would prohibit CBS or hereafter acquired, to secure such Material Subsidiary from granting a Lien on such asset as collateral security for the Obligations obligations of CBS hereunder or, in the case as applicable, a Guarantee of any such obligations by such Material Subsidiary Guarantor(collectively, its obligations under the Guarantee and Collateral Agreement or other Security Document"Credit Obligations"), other than except (a) this Agreement and the other Loan Documents; Lien Restrictions with respect to any asset encumbered by a Lien permitted by Section 5.5, (b) any Lien arising pursuant Restrictions with respect to any Permitted Securitization Documentsasset (or any proceeds thereof) which are comparable to Lien Restrictions affecting such asset on the Original Closing Date, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth Lien Restrictions included in the documentation governing the terms of any Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 of any Person which is acquired by CBS or any Permitted Refinancing thereof of its Material Subsidiaries after the Original Closing Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof, (including successive refinancingsd) Lien Restrictions in connection with securitizations or other transactions involving sales of receivables affecting only such 55 51 receivables and (e) Lien Restrictions included in the Infinity Credit Agreement. It is understood that an "equal and ratable" clause shall not be deemed to constitute a Lien Restriction so long as such provisions are not materially more restrictive clause would permit the obligations entitled to the benefit of such clause and the applicable Credit Obligations to be secured by Liens on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedrelevant assets on a pari passu basis.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries (other than any Excluded Subsidiaries) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) (i) this Agreement and Agreement, the other Loan Documents; Documents and any related documents, and (ii) the Existing Note Indentures, the Existing Notes and any related documents, (b) any Lien arising pursuant to industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations Transaction or Permitted Acquisition Indebtedness otherwise Receivables Transaction permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case or acquired thereby) or operating leases of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts real property entered into in the ordinary course of business; , (gc) any agreement instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time any Person becomes a Restricted Subsidiary of such acquisition (except to the Company; provided that extent such agreement Indebtedness was not entered into incurred or encumbrance or restriction was created in connection with or in contemplation of such Person becoming a Restricted Subsidiary acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company; Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by subsection 8.2(h) above, (d) customary non-assignment provisions in leases, licenses and commercial contracts that are entered into in the ordinary cause of business and do not pertain to Indebtedness, (e) restrictions imposed on cash, cash equivalents or securities that are subject to escrow or deposit arrangements arising under leases and commercial contracts that are entered into in the ordinary course of business and do not pertain to Indebtedness, (f) purchase money obligations or capital lease obligations for property or assets acquired or leased in transactions otherwise permitted hereby that impose restrictions against Liens on such property or assets (in which case, any prohibition or limitation shall only be effective against such property or assets and property and assets reasonably related thereto and proceeds thereof), (g) restrictions or conditions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2 of Restricted Subsidiaries any Subsidiary that are is not Subsidiary Guarantors(and is not required to become) a Loan Party; provided that such restrictions are applicable relate only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; such Subsidiary, (ji) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders and similar agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into restricting the granting of Liens in the ordinary course Capital Stock of business, and such joint venture entity (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such Person is not a Loan Party or a Subsidiary), (j) provisions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2(e), to the extent the prohibitions or limitations related to such Indebtedness, taken as a whole, are not materially more restrictive on the Company with respect to such prohibitions and its Restricted Subsidiaries limitations, taken as a whole, than those contained set forth in this Agreement, the other Loan Documents and any related documents, or to the extent requiring that such Indebtedness be secured ratably with any Liens securing the Indebtedness refinancedunder this Agreement, and (k) any prohibitions or limitations that arise in connection with any Disposition permitted by subsection 8.5 or 8.6 and relate solely to the asset or Person subject to such Disposition.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement Negative Pledge that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, 107 assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Documents; , the Capital One Credit Agreement and related loan documents thereto, (b) any Lien arising pursuant to any Permitted Securitization Documents, by operation of Requirements of Law; (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j)[reserved]; (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions single purpose entity limitations contained in charter documents for Subsidiaries that are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), Eligible Subsidiaries; (e) any agreements governing any purchase money Liens (customary provisions restricting subletting or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case assignment of any Permitted Refinancing lease governing a leasehold interest of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement)any Group Member; (f) customary restrictions on the provisions restricting assignment of leases, licenses and contracts any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; sale (provided that such restrictions and conditions apply only to the Restricted Subsidiary of the Company or assets that is are to be sold (or whose assets are to be sold) and such sale or other Disposition is permitted hereunder); (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jh) customary provisions in joint venture agreementsagreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, limited liability company operating agreements, partnership agreements, stockholders agreements or otherwise restricting transactions between the joint venture and other similar agreementsthe Borrower and its Subsidiaries; and (ki) restrictions on cash or other deposits conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or net worth imposed by customers under contracts entered into conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the ordinary course issuer of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedConsolidated Secured Debt.

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt agreements relating to Property encumbered by Liens permitted by Section 12.3 as long as such agreements apply only to the Property encumbered by such Liens, any inventory or Indebtedness incurred under Section 7.02(j); goods, the sale of which may give rise to a “Receivable” (as such term is defined in the Permitted Receivables Agreement) or the assignment of any right to receive income in respect of such inventory or goods, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by Section 12.2 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary, (h) agreements with suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement Negative Pledge that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Documents, the Capital One Credit Agreement and related loan documents thereto, or by operation of Requirements of Law; (b) any Lien arising pursuant to any Permitted Securitization in connection with the Specified Master Trust Notes Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (but solely with respect to the extent such provisions Subsidiaries that are not more restrictive than customary market terms for Indebtedness of Eligible Subsidiaries, provided that, such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case Capital Stock of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement)Subsidiary party thereto; (fc) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (d) customary restrictions on the provisions restricting subletting or assignment of leases, licenses and contracts any lease governing a leasehold interest of any Group Member; (e) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (hf) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; sale (provided that such restrictions and conditions apply only to the Restricted Subsidiary of the Company or assets that is are to be sold (or whose assets are to be sold) and such sale or other Disposition is permitted hereunder); (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jg) customary provisions in joint venture agreementsagreements restricting the transfer or encumbrance of equity interests in such joint venture or the assets owned by such joint venture, limited liability company operating agreements, partnership agreements, stockholders agreements or otherwise restricting transactions between the joint venture and other similar agreementsthe Borrower and its Subsidiaries; and (kh) restrictions on cash or other deposits conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or net worth imposed by customers under contracts entered into conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Equity Interests in the ordinary course issuer of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedConsolidated Secured Debt.”

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under agreements relating to Property encumbered by Liens permitted by Section 7.02(j); 11.3 as long as such agreements apply only to the Property encumbered by such Liens, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by Section 11.2 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary, (h) agreements with suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to ------------------------------------- exist or become effective any agreement that which prohibits or limits the ability of Holdings, the Company Borrower or any Subsidiary Guarantor of their respective Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and thereby), (c) any agreement relating to a Disposition of Property by the Borrower or any of its Subsidiaries (in which case, any prohibition or restriction shall only be effective against the case Property to be Disposed in such Disposition), (d) any agreement with respect to Indebtedness of a Foreign Subsidiary permitted under Section 7.2(p) (in which case, any Permitted Refinancing prohibition or restriction shall only be effective against the Property of purchase money such Foreign Subsidiary), (e) the Senior Subordinated Note Indenture (or any agreement governing any other Indebtedness or Permitted Acquisition Indebtednesspermitted under Section 7.2(f)), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) any agreement which prohibits the creation of Liens to secure the Senior Subordinated Notes (or any agreement governing any other Indebtedness permitted under Section 7.2(f)) or the Subordinated Seller Note (or any agreement governing any other Indebtedness permitted under Section 7.2(h)), (g) the Securitization Documentation (in which case, any prohibition or restriction shall only be effective against the Property of the relevant Securitization Entities), (h) customary restrictions on the non-assignment of leases, licenses and contracts provisions in leases entered into in the ordinary course of business; business and (gi) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to Liens permitted under Section 7.3(g), 7.3(k), 7.3(n), 7.3(p), 7.3(q) 7.3(r), 7.3(v) or 7.3(w) (in which case, any prohibition or restriction shall only be effective against the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only Property subject to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedrelevant Lien).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries (other than any Receivables Subsidiaries and any Foreign Subsidiaries or Subsidiaries of either thereof) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and Agreement, the other Loan Documents; Documents and any related documents, (b) any Lien arising pursuant to industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations Transaction or Permitted Acquisition Indebtedness otherwise Receivables Transaction permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case or acquired thereby) or operating leases of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts real property entered into in the ordinary course of business; , (gc) any agreement instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time any Person becomes a Restricted Subsidiary of such acquisition (except to the Company; provided that extent such agreement Indebtedness was not entered into incurred or encumbrance or restriction was created in connection with or in contemplation of such Person becoming a Restricted Subsidiary acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company; Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by subsection 8.2(h) above, (d) customary non-assignment provisions in leases, licenses and commercial contracts that are entered into in the ordinary cause of business and do not pertain to Indebtedness, (e) restrictions imposed on cash, cash equivalents or securities that are subject to escrow or deposit arrangements arising under leases and commercial contracts that are entered into in the ordinary course of business and do not pertain to Indebtedness, (f) purchase money obligations or capital lease obligations for property or assets acquired or leased in transactions otherwise permitted hereby that impose restrictions against Liens on such property or assets (in which case, any prohibition or limitation shall only be effective against such property or assets and property and assets reasonably related thereto and proceeds thereof), (g) restrictions or conditions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2 of Restricted Subsidiaries any Subsidiary that are is not Subsidiary Guarantors(and is not required to become) a Loan Party; provided that such restrictions are applicable relate only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; such Subsidiary, (ji) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders and similar agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into restricting the granting of Liens in the ordinary course Capital Stock of business, such joint venture entity (so long as such Person is not a Loan Party or a Subsidiary) and (lj) provisions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2(e) requiring that such Indebtedness be secured ratably with any agreement Liens securing the Indebtedness under this Agreement including any such provisions as may be set forth in the documentation governing Indebtedness outstanding on the Closing Date documents and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedinstruments evidencing Partnership Transaction Assumed Indebtedness.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor to createWestinghouse will not, incur, assume or suffer to exist any Lien upon and will not permit any of its Material Subsidiaries to, enter into any contractual obligation (a "Lien Restriction") in connection with the incurrence of Indebtedness for Borrowed Money which, with respect to any material Property asset of Westinghouse or revenuesany of its Material Subsidiaries, whether now owned would prohibit Westinghouse or hereafter acquired, to secure such Material Subsidiary from granting a Lien on such asset as collateral security for the Obligations obligations of Westinghouse hereunder or, in the case as applicable, a Guarantee of any such obligations by such Material Subsidiary Guarantor(collectively, its obligations under the Guarantee and Collateral Agreement or other Security Document"Credit Obligations"), other than except (a) this Agreement and the other Loan Documents; Lien Restrictions with respect to 55 50 any asset encumbered by a Lien permitted by Section 5.5, (b) any Lien arising pursuant Restrictions with respect to any Permitted Securitization Documentsasset (or any proceeds thereof) which are comparable to Lien Restrictions affecting such asset on the Closing Date, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth Lien Restrictions included in the documentation governing the terms of any Indebtedness outstanding on of any Person which is acquired by Westinghouse or any of its Material Subsidiaries after the Closing Date Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and set forth on Schedule 7.12 was not created in anticipation thereof and (d) Lien Restrictions in connection with securitizations or any Permitted Refinancing thereof (including successive refinancings) other transactions involving sales of receivables affecting only such receivables. It is understood that an "equal and ratable" clause shall not be deemed to constitute a Lien Restriction so long as such provisions are not materially more restrictive clause would permit the obligations entitled to the benefit of such clause and the applicable Credit Obligations to be secured by Liens on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedrelevant assets on a pari passu basis.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries (other than any Receivables Subsidiaries and any Foreign Subsidiaries or Subsidiaries of either thereof) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and Agreement, the other Loan Documents; Documents and any related documents, (b) any Lien arising pursuant to industrial revenue or development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations Transaction or Permitted Acquisition Indebtedness otherwise Receivables Transaction permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case or acquired thereby) or operating leases of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts real property entered into in the ordinary course of business; , (gc) any agreement instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time any Person becomes a Restricted Subsidiary of such acquisition (except to the Company; provided that extent such agreement Indebtedness was not entered into incurred or encumbrance or restriction was created in connection with or in contemplation of such Person becoming a Restricted Subsidiary acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company; Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by subsection 8.2(h) above, (d) customary non-assignment provisions in leases, licenses and commercial contracts that are entered into in the ordinary cause of business and do not pertain to Indebtedness, (e) restrictions imposed on cash, cash equivalents or securities that are subject to escrow or deposit arrangements arising under leases and commercial contracts that are entered into in the ordinary course of business and do not pertain to Indebtedness, (f) purchase money obligations or capital lease obligations for property or assets acquired or leased in transactions otherwise permitted hereby that impose restrictions against Liens on such property or assets (in which case, any prohibition or limitation shall only be effective against such property or assets and property and assets reasonably related thereto and proceeds thereof), (g) restrictions or conditions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2 of Restricted Subsidiaries any Subsidiary that are is not Subsidiary Guarantors(and is not required to become) a Loan Party; provided that such restrictions are applicable relate only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; such Subsidiary, (ji) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders and similar agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into restricting the granting of Liens in the ordinary course Capital Stock of business, such joint venture entity (so long as such Person is not a Loan Party or a Subsidiary) and (lj) provisions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2(e) requiring that such Indebtedness be secured ratably with any agreement Liens securing the Indebtedness under this Agreement including any such provisions as may be set forth in the documentation governing Indebtedness outstanding on documents and instruments evidencing the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedExisting GPI Facilities.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsthe Senior Note Indenture, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case thereby), (d) any agreements evidencing a Receivable Financing Transaction permitted by Section 7.5(l), (e) any agreements of any Permitted Refinancing Foreign Subsidiary governing Indebtedness of purchase money Indebtedness such Foreign Subsidiary incurred pursuant to Section 7.2 (in which case, any prohibition or Permitted Acquisition Indebtednesslimitation shall only be effective against the assets of such Foreign Subsidiary and its Foreign Subsidiaries), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on any agreements with respect to any Subsidiary acquired in a transaction permitted by Section 7.8 (in which case, any prohibition or limitation shall only be effective against the assignment assets of leases, licenses such Subsidiary) and contracts entered into in the ordinary course of business; (g) any agreement in effect at agreements governing Indebtedness permitted by Section 7.2 incurred by the time Borrower or any Person becomes a Restricted Domestic Subsidiary of the Company; (provided that any such agreement was not entered into prohibition or limitation shall in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; any event permit Liens securing (i) restrictions the Indebtedness and other obligations under the Loan Documents (as such agreements evidencing or governing may be amended, including any amendment and restatement thereof, supplemented or otherwise relating modified from time to time, including by one or more agreements extending the maturity of, refinancing, replacing or otherwise restructuring, all or any portion of Indebtedness under such agreements or any successor or replacement agreements and whether by the same or any other agent, lender, or group of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that lenders), and any Guarantee Obligations in respect of such restrictions are applicable only with respect Indebtedness and other obligations, in an aggregate principal amount at least equal to the assets then aggregate of Subsidiaries the outstanding aggregate principal amount loans, face amount of outstanding letters of credit and then undrawn revolving credit commitments under the Facilities (including any refinancings, refundings, renewals or extensions thereof that are do not Subsidiary Guarantors; increase the principal amount thereof), (jii) customary provisions Hedge Agreements with any Lender or Lender Affiliate, and any Guarantee Obligations in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course respect of businesssuch Hedge Agreements, and (liii) Cash Management Agreements with any agreement set forth Qualified Counterparty and any Guarantee Obligations in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as respect of such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedCash Management Agreements).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsthe Senior Note Indenture, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case thereby), (d) any agreements evidencing a Receivable Financing Transaction permitted by Section 7.5(l), (e) any agreements of any Permitted Refinancing Foreign Subsidiary governing Indebtedness of purchase money Indebtedness such Foreign Subsidiary incurred pursuant to Section 7.2 (in which case, any prohibition or Permitted Acquisition Indebtednesslimitation shall only be effective against the assets of such Foreign Subsidiary and its Foreign Subsidiaries), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on any agreements with respect to any Subsidiary acquired in a transaction permitted by Section 7.8 (in which case, any prohibition or limitation shall only be effective against the assignment assets of leases, licenses such Subsidiary) and contracts entered into in the ordinary course of business; (g) any agreement in effect at agreements governing Indebtedness permitted by Section 7.2 incurred by the time Borrower or any Person becomes a Restricted Domestic Subsidiary of the Company; (provided that any such agreement was not entered into prohibition or limitation shall in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; any event permit Liens securing (i) restrictions the Indebtedness and other obligations under the Loan Documents (as such agreements evidencing or governing may be amended, including any amendment and restatement thereof, supplemented or otherwise relating modified from time to time, including by one or more agreements extending the maturity of, refinancing, replacing or otherwise restructuring, all or any portion of Indebtedness under such agreements or any successor or replacement agreements and whether by the same or any other agent, lender, or group of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that lenders), and any Guarantee Obligations in respect of such restrictions are applicable only with respect Indebtedness and other obligations, in an aggregate principal amount at least equal to the assets then aggregate of Subsidiaries the outstanding aggregate principal amount loans, face amount of outstanding letters of credit and then undrawn revolving credit commitments under the Facilities (including any refinancings, refundings, renewals or extensions thereof that are do not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in increase the ordinary course of businessprincipal amount thereof), and (lii) Hedge Agreements with any agreement set forth Lender or Lender Affiliate, and any Guarantee Obligations in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as respect of such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedHedge Agreements.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company ABL Administrative Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security Documentand the Canadian Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents; , (b) the Term Loan Credit Agreement, any Lien arising pursuant to agreements governing any Permitted Securitization DocumentsFILO Credit Agreement Refinancing Indebtedness, any Permitted Junior Secured FILO Refinancing Debt, any Permitted Unsecured FILO Refinancing Debt, Permitted Term Loan Refinancing Indebtedness and Incremental Equivalent Debt and Guarantee Obligations in respect of the foregoing, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or Indebtedness permitted by Section 6.2(c) and any Permitted Refinancing in respect thereof (including successive refinancings)), other Capital Lease Obligations or Permitted Acquisition and Indebtedness secured by Purchase Money Security Interests otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of or liens on assets of, or equity interests in, joint ventures, (g) non-exclusive licenses or sub-licenses by the ABL Administrative Borrower or any of its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (and, to the extent in existence on the assignment Closing Date or granted by the ABL Administrative Borrower or any of leases, licenses and contracts entered into its Restricted Subsidiaries in the ordinary course of business; , exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) (x) prohibitions and limitations in effect on the Closing Date and listed on Schedule 6.13 and (y) to the extent such prohibitions and limitations described in clause (x) are set forth in an agreement evidencing Indebtedness, prohibitions and limitations set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such prohibitions and limitations, (i) customary provisions in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets subject to such Disposition, (m) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof (other than Indebtedness constituting any unsecured Junior Debt) as long as such pledges and restrictions do not restrict or impair the ability of the Parent, the ABL Administrative Borrower and the Restricted Subsidiaries that are not Subsidiary Guarantors; to comply with their obligations under the Loan Documents, (jn) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (ko) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (lp) restrictions imposed by any agreement set forth in the documentation governing Indebtedness outstanding on entered into after the Closing Date and set forth on Schedule 7.12 permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the ABL Administrative Borrower, no more restrictive with respect to the ABL Administrative Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the ABL Administrative Borrower shall have determined in good faith that such provisions are restrictions will not materially more restrictive on affect the Company obligation or ability of the ABL Administrative Borrower and its the Restricted Subsidiaries than those contained in to make any payments required to be made by it hereunder, become a Loan Party (to the Indebtedness refinancedextent so required by Section 5.10) or perform obligations required to be performed by it under the Loan Documents (including obligations to provide Collateral and guarantees under the Loan Documents).

Limitation on Negative Pledge Clauses. Enter Neither any Credit Party nor any Subsidiary shall enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company such Credit Party or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentObligations, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements agreement governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby not prohibited by Section 5.9 (in the each case of Permitted Assumed Acquisition Indebtednessunder this clause (b) other than Section 5.9(k), any prohibition or limitation shall only be effective against the assets financed thereby permitted to be pledged thereby), (c) any agreement in existence on the First Amendment Effective Date, including the 2014 Indenture and the Indentures dated as of March 29, 2012 and November 20, 2012, with the Borrower, as issuer, and in each case the case supplemental indentures thereto in existence on the First Amendment Effective Date, (d) any agreement with respect to customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements, (e) any Permitted Refinancing agreement with any Governmental Authority, (f) any merger agreement or any agreement for the sale or other disposition of purchase an asset, including the Capital Stock or other securities or obligations of a Subsidiary, if such disposition is made in compliance with this Agreement, including Section 5.7 of this Agreement, (g) any agreements (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including non-assignment provisions in leases and licenses), (h) any agreement governing Debt that does not have an Investment Grade Rating at the time of incurrence of such Debt if the negative pledge prohibitions and limitations in such agreement are not more restrictive in any material respect than the negative pledge prohibitions and limitations contained in the 2014 Indenture, (i) any agreement governing Debt that has an Investment Grade Rating at the time of incurrence of such Debt, (j) any agreement of a Person, or with respect to any property or asset, acquired after the First Amendment Effective Date (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement was incurred in connection with or in contemplation of such acquisition), if the negative pledge prohibitions and limitations in such agreement are not applicable to any Person, or any property or assets, as applicable, other than the Person, or the property or assets, so acquired, (k) any agreement of a Qualified Securitization Entity, or with respect to any Securitization Assets, if the negative pledge prohibitions and limitations in such agreement are not applicable to any Person, or any assets, as applicable, other than such Qualified Securitization Entity or such Securitization Assets, (l) any agreement prohibiting or limiting the ability of a Foreign Subsidiary, Insured Subsidiary, Qualified Securitization Entity or a Subsidiary of a Foreign Subsidiary, Insured Subsidiary or Qualified Securitization Entity to create, incur, assume or suffer to exist Liens on its assets to secure the Obligations, (m) any agreement imposed by a customer or supplier in the ordinary course of business restricting cash or other deposits or net worth of a Credit Party or Subsidiary, (n) any agreement governing any Derivatives Obligations that constitute Obligations if (1) such agreement requires such Derivatives Obligations to be equally and ratably secured with obligations for borrowed money Indebtedness under this Agreement or Permitted Acquisition Indebtednessany other Credit Document, shall be no or (2) a termination event or termination right under such agreement would exist if such Derivatives Obligations are not equally and ratably secured with obligations for borrowed money under this Agreement or any other Credit Document, and (o) any agreement that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement described in this Section 5.22 from time to time, in whole or in part, if the negative pledge prohibitions and limitations in such agreement are not materially more restrictive, taken as a whole, than that the negative pledge prohibitions and limitations in the relevant refinanced agreement); (f) customary restrictions agreement so amended, modified, restated, renewed, increased, supplemented, refunded, replaced, extended or refinanced. In each case set forth above, notwithstanding any stated limitation on the assignment of leasesassets or property that may be subject to such prohibition or limitation, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (prohibition or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only limitation with respect to the a specified asset or property or group or type of assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreementsor property may also apply to all improvements, limited liability company operating agreementsadditions and accessions thereto, partnership agreements, stockholders agreements assets and other similar agreements; (k) restrictions on cash property affixed or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessappurtenant thereto, and (l) any agreement set forth all products and proceeds thereof, including dividends, distributions, interest and increases in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedrespect thereof.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , and the Term Loan Documents or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Incremental Facility (as defined in the Term Loan Credit Agreement as in effect on the date hereof), any Replacement Facility (as defined in the Term Loan Credit Agreement as in effect on the date hereof) or any Permitted Debt Exchange Notes or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect thereof of any of the foregoing (including successive refinancings)provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such 150 Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted under Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted under Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted under Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted under Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment provisions in joint venture agreements and similar agreements that restrict transfer of leasesassets of, or equity interests in, joint ventures, (g) licenses and contracts entered into or sub-licenses by any Group Member of Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sub-licenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sub-licensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted under Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.10, (o) [reserved], (p) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Permitted Refinancing Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary, (including successive refinancingsq) any encumbrance or restriction with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any Restricted Subsidiary other than the assets and property of such Restricted Subsidiary or (r) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of the Borrower and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment provisions in joint venture agreements and similar agreements that restrict transfer of leasesassets of, or equity interests in, joint ventures, (g) licenses and contracts entered into or sublicenses by any Group Member of Intellectual Property in the ordinary course of business; business or consistent with past practice (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such 170 US-DOCS\73723759.13 Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business or consistent with past practice, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness or consistent with past practice, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Parent, no more restrictive with respect to Parent or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Parent shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Parent and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Documentapplicable Subsidiary Guaranty, other than (a) this Agreement and the other Loan Documents; , (b) the Senior Note Indenture (or the documentation in respect of any Lien arising pursuant to any Permitted Securitization Documentsexchange, refinancing, extension or renewal of the Senior Note Indebtedness permitted by Section 6.02(d)(ii)), (c) documentation governing Credit Agreement Refinancing Debt any agreements entered into by a Receivables Transfer Subsidiary in respect of its assets or Indebtedness incurred under Section 7.02(j); property, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby thereby) and shall be limited by the provisions of Section 6.02(i), (e) any restrictions regarding encumbrances on property leased by the Borrower or a Subsidiary contained in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in documents relating to the relevant refinanced agreement); lease, (f) customary restrictions on in an agreement for the assignment purchase or acquisition of leasesAccounts or credit card accounts otherwise permitted hereunder, licenses and contracts entered into in that (i) prior to the ordinary course agreed-to purchase or acquisition of business; Accounts or credit card accounts, restricts the right of the Borrower or Subsidiary party thereto to assign or otherwise transfer its rights under such agreement or (ii) after the agreed-to purchase or acquisition of Accounts or credit card accounts, restricts the right of the Borrower or Subsidiary party thereto to assign or transfer any surviving indemnification rights under such agreement, (g) any agreement in effect at restrictions on encumbrances on property imposed by applicable requirements of law, the time OCC Agreement or by any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Bank Regulatory Authority and (h) customary the restrictions and conditions contained in agreements relating applicable to the sale of MWSF Regulatory Compliance Account (as defined in Section 5.12 hereof), provided that the Borrower shall not, nor shall it permit or cause any Subsidiary to, grant a Restricted Subsidiary of Lien on the Company (MWSF Regulatory Compliance Account or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only any properxx xx xxxxxxt therein or credited thereto, except to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Collateral Agent to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements extent permitted by applicable laws and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedregulations.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than 194 |US-DOCS\138541167.4141447058.7|| those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment provisions in joint venture agreements and similar agreements that restrict transfer of leasesassets of, or equity interests in, joint ventures, (g) licenses and contracts entered into or sublicenses by any Group Member of Intellectual Property in the ordinary course of business; business or consistent with past practice (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business or consistent with past practice, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness or consistent with past practice, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Parent, no more restrictive with respect to Parent or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Parent shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Parent and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries (other than any Receivables Subsidiaries and any Foreign Subsidiaries or Subsidiaries of either thereof) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and Agreement, the other Loan Documents; Documents and any related documents, (b) any Lien arising pursuant agreements with respect to Machinery Financing Indebtedness permitted under this Agreement and any Permitted Securitization Documentsrelated documents (in which case, any prohibition or limitation shall only be effective against the packaging machinery financed with such Machinery Financing Indebtedness and assets reasonably related thereto and proceeds thereof), (c) documentation governing Credit Agreement Refinancing Debt any industrial revenue or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement)development bonds, so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise Receivables Transaction permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case or acquired thereby) or operating leases of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts real property entered into in the ordinary course of business, (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or encumbrance or restriction was created in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by subsection 8.2(h) above, (e) customary non-assignment provisions in leases, licenses and commercial contracts that are entered into in the ordinary cause of business and do not pertain to Indebtedness, (f) restrictions imposed on cash, cash equivalents or securities that are subject to escrow or deposit arrangements arising under leases and commercial contracts that are entered into in the ordinary course of business and do not pertain to Indebtedness, and (lg) purchase money obligations or capital lease obligations for property or assets acquired or leased in transactions otherwise permitted hereby that impose restrictions against Liens on such property or assets (in which case, any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date prohibition or limitation shall only be effective against such property or assets and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company property and its Restricted Subsidiaries than those contained in the Indebtedness refinancedassets reasonably related thereto and proceeds thereof).

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt agreements relating to Property encumbered by Liens permitted by subsection 12.3 as long as such agreements apply only to the Property encumbered by such Liens, any inventory or Indebtedness incurred under Section 7.02(j); goods, the sale of which may give rise to a "Receivable" (as such term is defined in the Permitted Receivables Agreement) or the assignment of any right to receive income in respect of such inventory or goods, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by subsection 12.2 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary, (h) agreements with suppliers to the Company or affiliates of suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers or affiliates of such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Borrower Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , the Senior Secured Notes Documents, any Senior Secured Bridge Documents, or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Indebtedness permitted by Section 6.2(f), (g), (o) or (y), any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect under the Loan Documents and the Senior Secured Note Documents prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment provisions in joint venture agreements and similar agreements that restrict transfer of leasesassets of, or equity interests in, joint ventures, (g) licenses and contracts entered into or sublicenses by any Borrower Group Member of Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Initial Borrower, no more restrictive with respect to the Initial Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Initial Borrower shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of the Initial Borrower and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security Documentand the Canadian Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents; , (b) any Lien arising pursuant to the ABL Credit Agreement, any Permitted Securitization DocumentsTerm Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any “Permitted Pari Passu Secured FILO Refinancing Debt”, any “Permitted Junior Secured FILO Refinancing Debt” and any “Permitted Unsecured FILO Refinancing Debt” (each as defined in the ABL Credit Agreement), any Indebtedness permitted under Section 6.2(dd) or (ff), and Guarantee Obligations in respect of any of the foregoing, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or Indebtedness permitted by Section 6.2(c) and any Permitted Refinancing in respect thereof (including successive refinancings)), other Capital Lease Obligations or Permitted Acquisition and Indebtedness secured by Purchase Money Security Interests otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of or liens on assets of, or equity interests in, joint ventures, (g) non-exclusive licenses or sub-licenses by the Borrower or any of its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (and, to the extent in existence on the assignment Amendment Effective Date or granted by the Borrower or any of leases, licenses and contracts entered into its Restricted Subsidiaries in the ordinary course of business; , exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) (x) prohibitions and limitations in effect on the Amendment Effective Date and listed on Schedule 6.13 and (y) to the extent such prohibitions and limitations described in clause (x) are set forth in an agreement evidencing Indebtedness, prohibitions and limitations set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such prohibitions and limitations, (i) customary provisions in effect leases, subleases, licenses and sub-licenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sub-licensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary and its Subsidiaries, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets subject to such Disposition, (m) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof (other than Indebtedness constituting any unsecured Junior Debt) as long as such pledges and restrictions do not restrict or impair the ability of the Parent, the Borrower and the Restricted Subsidiaries that are not Subsidiary Guarantors; to comply with their obligations under the Loan Documents, (jn) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (ko) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (lp) restrictions imposed by any agreement set forth governing Indebtedness entered into after the Amendment Effective Date and permitted under Section 6.2 that are, taken as a whole, in the documentation governing Indebtedness outstanding on good faith judgment of the Closing Date and set forth on Schedule 7.12 Borrower, no more restrictive with respect to the Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such provisions are restrictions will not materially more restrictive on affect the Company obligation or ability of the Borrower and its the Restricted Subsidiaries than those contained in to make any payments required to be made by it hereunder, become a Loan Party (to the Indebtedness refinancedextent so required by Section 5.10) or perform obligations required to be performed by it under the Loan Documents (including obligations to provide Collateral and guarantees under the Loan Documents).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , the Senior Lien Term Loan Documents and the Junior Lien Term Loan Documents (in the case of the Senior Lien Term Loan Documents and the Junior Lien Term Loan Documents, as in effect as of the date hereof, except for any Permitted Amendment (as defined in the Senior Lien Credit Agreement or the Junior Lien Credit Agreement, as applicable)), or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness (as defined in the Senior Lien Credit Agreement or the Junior Lien Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Replacement Facility (as defined in the Senior Lien Credit Agreement or the Junior Lien Credit Agreement as in effect on the date hereof), any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures (including the CP&P Joint Venture as in effect on the assignment date hereof), (g) licenses or sublicenses by any Group Member of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Mid-Holdings, no more restrictive with respect to Mid-Holdings or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Mid-Holdings shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, Mid-Holdings and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , the Senior Lien Loan Documents and the ABL Loan Documents (in the case of the Senior Lien Loan Documents and the ABL Loan Documents, as in effect as of the date hereof, except for any Permitted Amendment (as defined in the Senior Lien Credit Agreement or the ABL Credit Agreement, as applicable)), or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the Senior Lien Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the Senior Lien Credit Agreement as in effect on the date hereof), any Replacement Facility, any Replacement Facility (as defined in the Senior Lien Credit Agreement as in effect on the date hereof) or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures (including the CP&P Joint Venture as in effect on the assignment date hereof), (g) licenses or sublicenses by any Group Member of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Mid-Holdings, no more restrictive with respect to Mid-Holdings or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Mid-Holdings shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, Mid-Holdings and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become any agreement, other than in connection with Indebtedness secured by any Lien permitted by Section 7.2 (in which case, any restriction shall only be effective any agreement that prohibits or limits against the assets subject to such Lien), which restricts the ability of the Company DW Animation or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to exclusively secure with such property, assets or revenues the obligations of DW Animation hereunder or Guarantee Obligations orin respect thereof, except for any such restriction existing under or by reason of (a) customary provisions in leases and other agreements restricting the assignment thereof, (b)(i) in the case of any Subsidiary Guarantoracquired after the Closing Date that is not wholly owned, directly or indirectly, by DW Animation, restrictions or conditions imposed by its obligations under organizational documents that are binding on such Subsidiary at the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent time such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement)Subsidiary is acquired, so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was were not entered into solely in contemplation of such Person becoming acquisition (provided that for so long as such restrictions are applicable, no other Subsidiary may be merged or consolidated with such Subsidiary if the property subject to such restrictions would be expanded as a Restricted result of such merger or consolidation) or (ii) any restrictions or conditions which are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and other similar arrangements permitted hereunder; provided that in each case in this clause (b) such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of the Company; such Subsidiary, (hc) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any asset of the Company (DW Animation or the assets of a Restricted Subsidiary of the Company) any Subsidiary, in each case pending such sale; provided that such restrictions and conditions apply only to such Subsidiary or the Restricted Subsidiary of the Company assets that is are to be sold (or whose assets are to be sold) and and, in each case, such sale is permitted hereunder; hereunder or (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (ld) any restrictions existing under any agreement set forth that amends, refinances or replaces any agreement containing the restrictions referred to in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 clause (a), (b) or any Permitted Refinancing thereof (including successive refinancingsc) above so long as such provisions are agreement does not materially more restrictive on expand the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedscope of such restrictions.

Limitation on Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in obligations of the case of any Subsidiary Guarantor, its obligations Loan Parties under the Guarantee and Collateral Agreement or other Security DocumentCredit Documents, other than (a) this Agreement and the other Loan Credit Documents; , (b) any Lien arising pursuant to any Permitted Securitization Documentsconditions imposed by law, regulation, court order, rule or decree, (c) documentation governing Credit Agreement Refinancing Debt agreements relating to Property encumbered by Liens permitted by subsection 12.3 as long as such agreements apply only to the Property encumbered by such Liens, any inventory or Indebtedness incurred under Section 7.02(j); goods, the sale of which may give rise to a "Receivable" (as such term is defined in the Permitted Receivables Agreement) or the assignment of any right to receive income in respect of such inventory or goods, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to restrictions contained in the extent such provisions are not more restrictive than customary market terms for Arrow Note Documents or any other evidence of Indebtedness of such type (and in any event so long as not materially more restrictive in the aggregate than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Arrow Note Documents, (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case agreement relating to Property of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than Subsidiary that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement is in effect at the time any such Person becomes a Restricted Subsidiary of the Company; (provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; Subsidiary), (hf) customary any restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries a Subsidiary imposed pursuant to an agreement that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts has been entered into in connection with the ordinary course Disposition of businessall or substantially all of the Capital Stock or assets of such Subsidiary, and (lg) any agreement set forth in the documentation governing evidencing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or of any Permitted Refinancing thereof (including successive refinancings) Foreign Subsidiary permitted by subsection 12.2 so long as such provisions are agreement does not materially more restrictive on restrict any Lien securing any Property of the Company or any Domestic Subsidiary, (h) agreements with suppliers to the Company or any Subsidiary relating to any inventory supplied by such suppliers and its Restricted Subsidiaries than those contained (i) any restrictions in Hedging Agreements that require the Indebtedness refinancedgranting of liens to the counterparty thereunder on an equal and ratable basis with Liens securing the obligations of the Loan Parties under the Credit Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company US Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Incremental Facility Amendment permitted hereby), the other Loan Documents; Documents and the Second Lien Loan Documents (b) any in the case of the Second Lien arising pursuant to any Permitted Securitization Loan Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to as in effect as of the extent such provisions are not more restrictive than customary market terms date hereof, except for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunderIncremental Facility Amendment), (eb) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the Second Lien Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement as in effect on the date hereof), or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the assignment US Borrower and its Restricted Subsidiaries of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement [Reserved], (i) customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jm) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (kn) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and or (lo) restrictions imposed by any agreement set forth in the documentation governing Indebtedness outstanding on entered into after the Closing Date and set forth on Schedule 7.12 permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the US Borrower, no more restrictive with respect to the US Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the US Borrower shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, the US Borrower and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into with any Person any agreement, other than (a) this Agreement and the other Loan Documents or suffer to exist Financing Leases permitted by this Agreement (in which cases, any prohibition or become limitation shall only be effective any agreement that against the assets financed thereby), which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was the foregoing shall not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; apply to (hi) restrictions and conditions imposed by law, (ii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) permitted hereunder pending such sale; , provided such restrictions and or conditions apply only to the Restricted Subsidiary of the Company that is to be sold sold, (or whose assets are to be sold) and such sale is permitted hereunder; (iiii) restrictions under agreements evidencing or governing or otherwise conditions imposed by any agreement relating to secured Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that permitted hereunder if such restrictions are applicable or conditions apply only with respect to the property or assets of Subsidiaries that are not Subsidiary Guarantors; securing such Indebtedness and (jiv) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements leases and other similar agreements; contracts restricting the assignment thereof. Limitation on Lines of Business. Enter into any lines of business, either directly or through any Subsidiary, except for those engaged in on the Closing Date. Hedging Agreements. Enter into any Hedging Agreement, except (ka) restrictions on cash Hedging Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other deposits than those in respect of Capital Stock of the Borrower or net worth imposed by customers under contracts any of its Subsidiaries) and (b) Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 Borrower or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedSubsidiary.

Limitation on Negative Pledge Clauses. Enter Neither any Credit Party nor any Subsidiary shall enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company such Credit Party or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentObligations, other than (a) this Agreement and the other Loan Credit Documents; , (b) any agreement governing any Liens not prohibited by Section 5.9 (provided that, in each case under this clause (b), other than with respect to Section 5.9(k), any prohibition or limitation contained therein relates only to the asset or assets subject to such Lien arising pursuant to any Permitted Securitization Documentspermitted thereby), (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); any agreement in existence on the Effective Date, including, without limitation, the indentures dated as of December 20, 2019 and September 22, 2020, with the Borrower, as issuer, and in each case the supplemental indentures thereto in existence on the Effective Date, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (any agreement with respect to customary supermajority voting provisions and other customary provisions with respect to the extent such provisions are not more restrictive than customary market terms for Indebtedness disposition or distribution of such type (and in any event not materially more restrictive than the restrictions assets, each contained in this Agreement)corporate charters, so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements, (e) any agreement with any Governmental Authority, (f) any merger agreement or any agreement for the sale or other disposition of an asset, including the Capital Stock or other securities or obligations of a Subsidiary, if such disposition is made in compliance with this Agreement, including Section 5.7 of this Agreement, (g) any agreements (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including non-assignment provisions in leases and licenses), (h) any agreement governing Debt that does not have an Investment Grade Rating at the time of incurrence of such Debt if the negative pledge prohibitions and limitations in such agreement are not more restrictive in any material respect than the negative pledge prohibitions and limitations contained in this Agreement, (i) any agreement governing Debt that has an Investment Grade Rating at the time of incurrence of such Debt, (j) any agreement of a Person, or with respect to any property or asset, acquired after the Effective Date (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement was incurred in connection with or in contemplation of such acquisition), if the negative pledge prohibitions and limitations in such agreement are not applicable to any Person, or any property or assets, as applicable, other than the Person, or the property or assets, so acquired, (k) any agreement of a Qualified Securitization Entity, or with respect to any Securitization Assets, if the negative pledge prohibitions and limitations in such agreement are not applicable to any Person, or any assets, as applicable, other than such Qualified Securitization Entity or such Securitization Assets, (l) any agreement prohibiting or limiting the ability of a Foreign Subsidiary, Insured Subsidiary, Qualified Securitization Entity or a Subsidiary of a Foreign Subsidiary, Insured Subsidiary or Qualified Securitization Entity to create, incur, assume or suffer to exist Liens on its assets to secure the Obligations, (m) any agreement imposed by a customer or supplier in the ordinary course of business restricting cash or other deposits or net worth of a Credit Party or Subsidiary, (n) any agreement governing any purchase Derivatives Obligations that constitute Obligations if (1) such agreement requires such Derivatives Obligations to be equally and ratably secured with obligations for borrowed money Liens (under this Agreement or any Permitted Refinancing other Credit Document, or (2) a termination event or termination right under such agreement would exist if such Derivatives Obligations are not equally and ratably secured with obligations for borrowed money under this Agreement or any other Credit Document, (o) any agreement that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement described in respect thereof (including successive refinancings))this Section 5.22 from time to time, Capital Lease Obligations in whole or Permitted Acquisition Indebtedness otherwise permitted hereby (in part, if the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby negative pledge prohibitions and limitations in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no such agreement are not materially more restrictive, taken as a whole, than that the negative pledge prohibitions and limitations in the relevant agreement so amended, modified, restated, renewed, increased, supplemented, refunded, replaced, extended or refinanced agreement); and (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (gp) any agreement in effect at the time governing equity or equity-related securities (including Convertible Debt) and debt securities under a Specified Incurrence. In each case set forth above, notwithstanding any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or stated limitation on the assets of a Restricted Subsidiary of the Company) pending or property that may be subject to such sale; provided prohibition or limitation, any such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (prohibition or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only limitation with respect to the a specified asset or property or group or type of assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreementsor property may also apply to all improvements, limited liability company operating agreementsadditions and accessions thereto, partnership agreements, stockholders agreements assets and other similar agreements; (k) restrictions on cash property affixed or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessappurtenant thereto, and (l) any agreement set forth all products and proceeds thereof, including dividends, distributions, interest and increases in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedrespect thereof.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Incremental Facility Amendment permitted hereby), the other Loan Documents; Documents and the First Lien Loan Documents (b) any in the case of the First Lien arising pursuant to any Permitted Securitization Loan Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to as in effect as of the extent such provisions are not more restrictive than customary market terms date hereof, except for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunderIncremental Facility Amendment), (eb) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the First Lien Credit Agreement as in effect on the date hereof) any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the First Lien Credit Agreement as in effect on the date hereof), or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the assignment Borrower and its Restricted Subsidiaries of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement [reserved], (i) customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hl) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jm) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (kn) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and or (lo) restrictions imposed by any agreement set forth in the documentation governing Indebtedness outstanding on entered into after the Closing Date and set forth on Schedule 7.12 permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings, the Borrower and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing 151 Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinanced.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Loan Party to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the any Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; Documents and except to the extent that any such agreement (a) exists as of the Closing Date or is a modification, amendment, restatement, replacement, refinancing, renewal or extension thereof, (b) is assumed by Holdings, the Borrower or any Lien arising pursuant to of its Subsidiaries in connection with any Permitted Securitization DocumentsAcquisition permitted in Section 6.8 or is binding on any Subsidiary at the time such Person becomes a Subsidiary (provided that such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary), (c) documentation is an agreement governing Credit Agreement Refinancing Debt Indebtedness permitted by Section 6.2 or Indebtedness incurred under Section 7.02(j); any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same, (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)[reserved], (e) any agreements is an agreement governing any purchase money Liens non-Wholly Owned Subsidiary or joint venture or a Contractual Obligation of any non-Wholly Owned Subsidiary or joint venture, (f) relates to cash or other deposits (including escrowed funds) received by Holdings, the Borrower or any Permitted Refinancing in respect thereof of its Subsidiaries or (including successive refinancings)g) relates to assets subject to Liens permitted by Sections 6.3(c), Capital Lease Obligations 6.3(d), 6.3(e), 6.3(f), 6.3(g), 6.3(h), 6.3(i), 6.3(j) or Permitted Acquisition Indebtedness otherwise permitted hereby 6.3(l), provided that, (in i) to the case of Permitted Assumed Acquisition Indebtednessextent any such agreement is entered into after the Closing Date, any such prohibition or limitation shall only be effective against the assets financed thereby Property or Person (and its Subsidiaries) acquired in the case of any Permitted Refinancing of purchase money such Acquisition, securing such Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in is the relevant refinanced agreement); (f) customary restrictions on the assignment subject of such other leases, licenses subleases, licenses, sublicenses, agreements, contracts, deposits or liens and contracts entered into in the ordinary course of business; (gii) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only solely with respect to any non-Wholly Owned Subsidiary or joint venture, such prohibition or limitation shall only be effective against the assets Property, revenues or Capital Stock of Subsidiaries that are not such non-Wholly Owned Subsidiary Guarantors; (j) customary provisions in or joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedventure.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Company Borrower or any Subsidiary Guarantor of its Subsidiaries (other than any Receivables Subsidiaries and any Foreign Subsidiaries or Subsidiaries of either thereof) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its material Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and Agreement, the other Loan Documents; Documents and any related documents, (b) any Lien arising pursuant to industrial revenue or Posting Version 12/7/17 development bonds, purchase money mortgages, acquisition agreements or Financing Leases or agreements in connection with any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations Transaction or Permitted Acquisition Indebtedness otherwise Receivables Transaction permitted hereby by this Agreement (in the case of Permitted Assumed Acquisition Indebtednesswhich cases, any prohibition or limitation shall only be effective against the assets financed thereby and in the case or acquired thereby) or operating leases of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts real property entered into in the ordinary course of business; , (gc) any agreement instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time any Person becomes a Restricted Subsidiary of such acquisition (except to the Company; provided that extent such agreement Indebtedness was not entered into incurred or encumbrance or restriction was created in connection with or in contemplation of such Person becoming a Restricted Subsidiary acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company; Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by subsection 8.2(h) above, (d) customary non-assignment provisions in leases, licenses and commercial contracts that are entered into in the ordinary cause of business and do not pertain to Indebtedness, (e) restrictions imposed on cash, cash equivalents or securities that are subject to escrow or deposit arrangements arising under leases and commercial contracts that are entered into in the ordinary course of business and do not pertain to Indebtedness, (f) purchase money obligations or capital lease obligations for property or assets acquired or leased in transactions otherwise permitted hereby that impose restrictions against Liens on such property or assets (in which case, any prohibition or limitation shall only be effective against such property or assets and property and assets reasonably related thereto and proceeds thereof), (g) restrictions or conditions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under subsection 8.3, (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2 of Restricted Subsidiaries any Subsidiary that are is not Subsidiary Guarantors(and is not required to become) a Loan Party; provided that such restrictions are applicable relate only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; such Subsidiary, (ji) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders and similar agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into restricting the granting of Liens in the ordinary course Capital Stock of business, such joint venture entity (so long as such Person is not a Loan Party or a Subsidiary) and (lj) provisions under agreements evidencing or governing or otherwise relating to Indebtedness permitted under subsection 8.2(e) requiring that such Indebtedness be secured ratably with any agreement Liens securing the Indebtedness under this Agreement including any such provisions as may be set forth in the documentation governing Indebtedness outstanding on documents and instruments evidencing the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedExisting GPI Facilities.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this 121 Exhibit 10.1 Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtedness, any prohibition or limitation shall only be effective against the assets financed thereby and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinanced.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents; , or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of 183 the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment provisions in joint venture agreements and similar agreements that restrict transfer of leasesassets of, or equity interests in, joint ventures, (g) licenses and contracts entered into or sublicenses by any Group Member of Intellectual Property in the ordinary course of business; business or consistent with past practice (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business or consistent with past practice, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness or consistent with past practice, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Parent, no more restrictive with respect to Parent or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Parent shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Parent and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that with any Person other than the Bank which prohibits or limits the its ability of the Company to create or any Subsidiary Guarantor to create, incur, assume or suffer permit to exist any Lien upon on any of its material Property or revenuesto secure the Liabilities, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and the other Loan Documents; (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness capital lease obligations otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in any additions, accessions, parts, improvements, and attachments thereto and the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtednessproceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (fb) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; other agreements, (gc) any agreement in effect at the time any Person Subsidiary becomes a Restricted Subsidiary of the Company; provided that Borrower or a Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained or, in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending any such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company case, that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (j) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (l) any agreement set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) foregoing, so long as such provisions are amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not materially more restrictive otherwise expand in any material respect the scope of any restriction or condition contained therein, (d) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 5.2D, or any agreement or option to dispose of any asset of the Borrower or any Subsidiary, the disposition of which is permitted by any other provision of this Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being disposed of), (e) restrictions on the Company transfer of any asset pending the close of the sale of such asset and its Restricted Subsidiaries than those customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or consolidation), to the Indebtedness refinancedextent in effect pending the consummation of such transaction, and (f) the foregoing shall not apply to customary net worth provisions or similar financial maintenance provisions contained in real property leases or other agreements entered into by a Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and the Subsidiaries to meet their ongoing obligations under this Agreement.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Group Member to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than (a) this Agreement and (including any Permitted Amendment), the other Loan Documents and the ABL Loan Documents (in the case of the ABL Loan Documents; , as in effect as of the date hereof, except for any Permitted Amendment (as defined in the ABL Credit Agreement)), or any Guarantee Obligations in respect of any of the foregoing, (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (e) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens (Indebtedness, Attributable Indebtedness or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby by or the subject of such Indebtedness and in the case proceeds and products thereof), (d) any agreements governing Indebtedness of any Permitted Refinancing Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of purchase money such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness or Permitted Acquisition Indebtednesspermitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), shall be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures (including the CP&P Joint Venture as in effect on the assignment date hereof), (g) licenses or sublicenses by any Group Member of leases, licenses and contracts entered into Intellectual Property in the ordinary course of business; business or consistent with past practice (gin which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) any agreement customary provisions (including customary net worth provisions) in effect leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (i) prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company; provided that Subsidiary, so long as such agreement was prohibitions and limitations were not entered into created in contemplation of such Person becoming a Restricted Subsidiary of the Company; and apply only to such Restricted Subsidiary, (hk) customary restrictions and conditions contained that arise in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) connection with any Disposition permitted by Section 6.5 applicable pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect Disposition solely to the assets of Subsidiaries that are not Subsidiary Guarantors; subject to such Disposition, (jl) customary provisions contained in joint venture agreementsan agreement restricting assignment of such agreement entered into in the ordinary course of business or consistent with past practice, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; (km) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness or consistent with past practice, (n) agreements existing and (l) any agreement set forth as in the documentation governing Indebtedness outstanding effect on the Closing Date and set forth on described in Schedule 7.12 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of Holdings, no more restrictive with respect to Holdings or any Permitted Refinancing thereof (including successive refinancings) Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as Holdings shall have determined in good faith that such provisions are restrictions would not, or would not materially more restrictive on reasonably be expected to, restrict or impair, in any material respect, the Company ability of Holdings and its the Restricted Subsidiaries than those contained in to make any payments required under the Indebtedness refinancedLoan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Subsidiary Guarantor Loan Party to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Restricted Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or other Security Document, other than pursuant to (ai) this Agreement and the other Loan Documents; Documents (b) any Lien arising pursuant to any Permitted Securitization Documents, (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder), (eii) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and improvements thereon and in the case of any Permitted Refinancing of purchase money Indebtedness or Permitted Acquisition Indebtedness, Indebtedness shall not be no materially more restrictiverestrictive in the good faith judgment of the Company, taken as a whole, than that in the relevant refinanced refinancing agreement); , (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (hiii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary of the Company or assets that is are to be sold (or whose assets are to be sold) and such sale is permitted hereunder; , (iiv) restrictions under agreements evidencing or governing or otherwise conditions imposed by any agreement relating to secured Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantorspermitted by this Agreement if such restrictions or conditions apply only to the assets and improvements thereon securing such Indebtedness, (v) customary provisions in leases and other contracts restricting the assignment thereof, (vi) restrictions in any document or instrument governing any Lien permitted hereunder; provided that any such restrictions are applicable restriction contained therein relates only with respect to the asset or assets subject to such Lien, (vii) software and other intellectual property licenses pursuant to which the Company or any Restricted Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject of Subsidiaries that are not Subsidiary Guarantors; the applicable license), (jviii) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements applicable to joint ventures permitted under Section 7.07(u) and applicable solely to such joint venture and/or Common Stock therein, (kix) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course replacements, renewals, amendments and refinancings of business, and (l) any agreement set forth in the documentation governing Indebtedness outstanding on the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) agreements described above so long as such provisions replacement, renewals, amendments and refinancings are not materially more restrictive in the good faith judgment of the Company, taken as a whole, than in the relevant refinancing agreement, (x) applicable law and (xi) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a Material Adverse Effect on the Company and its Restricted Subsidiaries than those contained in ability of the Indebtedness refinancedLoan Parties, taken as a whole, to satisfy their Obligations hereunder.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Company Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement or other Security DocumentAgreement, other than (a) this Agreement and the other Loan Documents; , (b) the Senior Subordinated Note Indenture and any Lien arising pursuant to any Permitted Securitization Documentsagreements governing Indebtedness permitted by Sections 7.2(f) and (i), (c) documentation governing Credit Agreement Refinancing Debt or Indebtedness incurred under Section 7.02(j); (d) documentation governing Permitted Refinancings (including successive refinancings) thereof (to the extent such provisions agreements are not more restrictive than customary market terms for Indebtedness of such type (and in any event not materially no more restrictive than the restrictions contained in this Agreement), so long as the Company has determined that such restrictions will not materially impair its ability to make payments due hereunder)Senior Subordinated Note Indenture, (ec) any agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof (including successive refinancings)), Capital Lease Obligations or Permitted Acquisition Indebtedness otherwise permitted hereby (in the case of Permitted Assumed Acquisition Indebtednesswhich case, any prohibition or limitation shall only be effective against the assets financed thereby and in the case thereby), (d) any agreements governing Indebtedness of any Permitted Refinancing of purchase money Indebtedness Excluded Foreign Subsidiary permitted by Section 7.2(h) (in which case, any such prohibition or Permitted Acquisition Indebtedness, limitation shall only be no more restrictive, taken as a whole, than that in the relevant refinanced agreement); (f) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business; (g) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company; (h) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or effective against the assets of a Restricted such Excluded Foreign Subsidiary of and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 7.2(g) (in which case any such prohibition shall only be effective against the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is assets permitted to be sold subject to Liens permitted by Section 7.3(k)), (or whose assets are to be sold) and such sale is permitted hereunder; (i) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors; provided that such restrictions are applicable only with respect to the assets of Subsidiaries that are not Subsidiary Guarantors; (jf) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements; agreements that restrict transfer of assets of, or equity interests in, joint ventures, (kg) restrictions on cash licenses or other deposits or net worth imposed sublicenses by customers under contracts entered into the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of businessbusiness (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.13(h) and (li) any agreement set forth provisions in leases that restrict the documentation governing Indebtedness outstanding on transfer of such lease by the Closing Date and set forth on Schedule 7.12 or any Permitted Refinancing thereof (including successive refinancings) so long as such provisions are not materially more restrictive on the Company and its Restricted Subsidiaries than those contained in the Indebtedness refinancedlessee.