Common use of Clauses Restricting Subsidiary Distributions Clause in Contracts

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) the terms of the instruments governing the Accounts Receivable Financing, (iii) Requirements of Law, (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such sale.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the terms of Closing Date (including the instruments governing the Accounts Receivable FinancingIndentures), (iii) Requirements any encumbrance or restriction with respect to a Subsidiary or any of Lawits Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Subsidiary prior to the date on which it became a Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions existing on contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Closing DateBorrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction relating to (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation to the extent such encumbrance or restriction restricts the transfer of the property subject to such Person becoming a Subsidiary)security agreements, (vi) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that result from has been entered into in connection with the refinancing Disposition of Indebtednessall or substantially all of the Capital Stock or assets of such Subsidiary, provided (vii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2(k) if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is no less favorable not materially more disadvantageous to the Lenders than those under is customary in comparable financings (as determined in good faith by the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfersBorrower), (Ax) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions and conditions contained in any agreement relating to Indebtedness that limit the right of the debtor to dispose Disposition of any property securing permitted by Section 8.5 pending the consummation of such IndebtednessDisposition, (Bxii) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in joint venture agreements and other similar agreements that restrict assignment of such agreements or rights thereunder or applicable to joint ventures and (Dxiii) any restrictions customarily contained encumbrance or restriction in asset sale agreements limiting the transfer of such property pending the closing of such salerelated to any Permitted Securitization.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Borrower any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the terms of Restatement Effective Date (including the instruments governing the Accounts Receivable FinancingIndentures), (iii) Requirements any encumbrance or restriction with respect to a Restricted Subsidiary or any of Lawits Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions existing on contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Closing DateBorrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction relating to (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of any a Restricted Subsidiary and existing at to the time it became a Subsidiary (so long as not created in anticipation extent such encumbrance or restriction restricts the transfer of the property subject to such Person becoming a Subsidiary)security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that result from has been entered into in connection with the refinancing Disposition of Indebtednessall or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided (vii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is no less favorable not materially more disadvantageous to the Lenders than those under is customary in comparable financings (as determined in good faith by the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfersBorrower), (Ax) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Restatement Effective Date, (xi) customary restrictions and conditions contained in any agreement relating to Indebtedness that limit the right of the debtor to dispose Disposition of any property securing permitted by Section 8.5 pending the consummation of such IndebtednessDisposition, (Bxii) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in joint venture agreements and other similar agreements that restrict assignment of such agreements or rights thereunder or applicable to joint ventures, (Dxiii) any restrictions customarily contained encumbrance or restriction in asset sale agreements limiting related to any Permitted Securitization, (xiv) any holder of a Lien permitted by Section 8.3(k) restricting the transfer of such the property subject thereto, (xv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.5 pending the closing consummation of such salesale and (xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Significant Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan DocumentsDocuments or the Material Documents (and any future agreements with restrictions no more burdensome, in the good faith determination of the Borrowers, than those contained in any of the foregoing); (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms disposition of all or any portion of the instruments governing the Accounts Receivable Financing, equity interests or assets of such Subsidiary; (iii) Requirements the provisions contained in any agreement governing indebtedness existing as of Law, the Effective Date (and in any refinancing of such indebtedness so long as no more restrictive than those contained in the respective existing indebtedness); (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions in other agreements that restrict restricting assignment of such any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or rights thereunder franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (Dix) any restrictions customarily contained in asset sale agreements limiting on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations, (xi) restrictions in respect of the REMIC Certificates and the real property pending assets related thereto, the closing Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, (xii) restrictions governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization, and (xiii) such saleother restrictions as the Borrowers and Agent may agree.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) the terms any restrictions or conditions imposed by any law, rule, regulation, ordinance, order, code, interpretation, judgment, decree, directive, guidelines, policy or similar form of the instruments governing the Accounts Receivable Financingdecision of any Governmental Authority, (iii) Requirements of Lawcustomary restrictions and conditions contained in licenses, leases and franchise agreements, (iv) any restrictions existing on the Closing Dateor conditions in respect of transfers or distributions affecting property or assets subject to a Lien permitted under Section 7.3, (v) any restriction relating restrictions or conditions contained in instruments and agreements evidencing Indebtedness for borrowed money permitted to Indebtedness of any Subsidiary be incurred under Section 7.2, that are taken as a whole no more restrictive than such restrictions and existing at the time it became a Subsidiary (so long as not created conditions contained in anticipation of such Person becoming a Subsidiary)this Agreement, (vi) restrictions or conditions contained in (A) any joint venture agreements, partnership agreements and other agreements relating to any Joint Venture, provided such restrictions that result from or conditions apply only to the refinancing of Indebtednessassets or property owned by such Joint Venture or (B) any instruments or agreements evidencing third party Indebtedness for borrowed money incurred by any Joint Venture, provided that such restriction is no less favorable restrictions apply only to the Lenders than those under the agreement evidencing the assets or property owned by such Joint Venture and such Indebtedness so refinanced and is not otherwise prohibited by this Agreement, (vii) in the case of restrictions on asset transfers, (A) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary and (viii) customary restrictions contained in any documents relating to Indebtedness that limit the right of the debtor to dispose of any property securing Securitizations, provided such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely only apply to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting applicable Securitization Vehicle and its assets or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleSecuritization Assets.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower New Holdings or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other investments Investments in, the Borrower New Holdings or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower New Holdings or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents (ii) the terms or any agreement governing any Permitted Refinancing in respect of the instruments governing the Accounts Receivable FinancingLoans, (iii) Requirements of Law, (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction contained in such refinancing agreement is no not materially less favorable to the Lenders than those under that which exists as of the Effective Date), (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement evidencing that has been entered into in connection with the disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the Effective Date contained in the agreements governing the Indebtedness so refinanced in effect on the Effective Date and in any agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in the agreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any of its Restricted Subsidiaries, in each case entered into in the ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the case ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on asset transfers, deposits imposed under contracts entered into in the ordinary course of business; and (Axii) any restrictions relating to under any Indebtedness that limit the right of the debtor to dispose of any property securing permitted by Section 8.2 if such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely are no more restrictive to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily Group Members than those contained in asset sale agreements limiting the transfer of such property pending the closing of such saleunder this Agreement.

Clauses Restricting Subsidiary Distributions. Enter Other than pursuant to the Senior Note Indentures, enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerCompany, (b) make loans or advances to, or other investments Investments in, the Borrower Company or any other Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under the Loan Documentsthis Agreement, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Significant Subsidiary, (iii) Requirements of Lawrestrictions and conditions with respect to a Person that is not a Significant Subsidiary on the date hereof, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) any restrictions existing on and conditions no more restrictive than those in the Closing DateSenior Note Indentures, (v) restrictions and conditions imposed by any restriction agreement relating to secured Indebtedness of any Subsidiary permitted by this Agreement if such restrictions and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable conditions apply only to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property or assets securing such Indebtedness, (Bvi) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in leases and other agreements contracts restricting the assignment thereof, and (vii) restrictions and conditions imposed by the Pension Reserve Letter Agreement, provided that restrict assignment such restrictions and conditions are limited to distributable reserves to be retained by Lazard & Co., Holdings Limited, Lazard & Co., Limited and Lazard & Co., Services Limited with an aggregate value not in excess of such agreements or rights thereunder or (D) £20,000,000 at any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleone time.

Clauses Restricting Subsidiary Distributions. Enter The Issuer will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower Issuer or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other investments Investments in, the Borrower Issuer or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower Issuer or any other Subsidiary Guarantor, except, in the case of the Borrowereach of clauses (a), except (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsSecured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Guarantor imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Guarantor, (iii) Requirements any agreement or instrument governing Indebtedness assumed in connection with the acquisition of Lawassets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) any restrictions existing on the Closing Datetransfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) any restriction provisions in joint venture agreements and other similar agreements (in each case relating solely to Indebtedness the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary)business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable relate only to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing Property financed with such Indebtedness, (Bvii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any restrictions encumbering property at amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the time contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such property was acquired by the Borrower encumbrance or restriction contained in any Subsidiarysuch amendment, so long modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as such restriction relates solely a whole, to the property so acquired, (C) any restrictions resulting from customary Group Members and the Noteholders than the provisions restricting subletting relating to such encumbrance or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily restriction contained in asset sale agreements limiting the transfer of referred to in such property pending the closing of such saleclause.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (x) the Loan Documents, (y) the ABL Credit Agreement and the other ABL Loan Documents and (z) the Supply and Offtake Documents; (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable Financing, Capital Stock or assets of such Subsidiary; (iii) Requirements of Law, the documents governing any CanAm Financing; (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases any lease governing a leasehold interest of a Guarantor; (v) customary provisions restricting assignment of any agreement entered into by a Guarantor in the ordinary course of business; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.4 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Guarantor of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Guarantor of the Borrower; (viii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (ix) any Liens permitted pursuant to Section 6.2 in respect of assets subject thereto; (x) customary provisions in Joint Venture agreements and other similar agreements that restrict or written arrangements applicable to Joint Ventures permitted hereunder and applicable solely to such Joint Venture; (xi) customary restrictions on leases, subleases, licenses, asset sale or similar agreements, including with respect to intellectual property and other similar agreements, otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (xii) customary provisions restricting subletting or assignment of such agreements any lease governing a leasehold interest of the Borrower or rights thereunder any of its Subsidiaries; (xiii) customary provisions restricting assignment of any agreement; or (Dxiv) any restrictions customarily contained on cash or other deposits imposed by customers under contracts entered into in asset sale agreements limiting the transfer ordinary course of such property pending the closing of such salebusiness or otherwise permitted hereunder.

Clauses Restricting Subsidiary Distributions. Enter The Issuer will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower Issuer or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other investments Investments in, the Borrower Issuer or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower Issuer or any other Subsidiary Guarantor, except, in the case of the Borrowereach of clauses (a), except (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsSecured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Guarantor imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Guarantor, (iii) Requirements any agreement or instrument governing Indebtedness assumed in connection with the acquisition of Lawassets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) any restrictions existing on the Closing Datetransfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) any restriction provisions in joint venture agreements and other similar agreements (in each case relating solely to Indebtedness the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary)business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable relate only to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing Property financed with such Indebtedness, (Bvii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded Secured Indebtedness or Additional Secured Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any restrictions encumbering property at amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the time contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such property was acquired by the Borrower encumbrance or restriction contained in any Subsidiarysuch amendment, so long modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as such restriction relates solely a whole, to the property so acquired, (C) any restrictions resulting from customary Group Members and the Noteholders than the provisions restricting subletting relating to such encumbrance or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily restriction contained in asset sale agreements limiting the transfer of referred to in such property pending the closing of such saleclause.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other investments Investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions or conditions with respect to a Subsidiary of Holdings (other than BA or CA) imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing Capital Stock or assets of such Subsidiary; provided that such restrictions or conditions apply only to the Accounts Receivable FinancingSubsidiary that is to be Disposed or the assets that are to be Disposed and such Disposition is permitted hereunder, (iii) Requirements with respect to clause (c) above, customary provisions restricting assignment of Lawany agreement entered into in the ordinary course of business, (iv) with respect to clause (c) above, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted to be incurred under this Agreement if such restrictions existing or conditions apply only to the property or assets securing such Indebtedness, (v) with respect to clause (c) above, customary joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Capital Stock in such joint venture, (vi) obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of a Borrower after the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as such restriction was not created entered into in anticipation connection or in contemplation of such Person becoming a Subsidiary), (vi) or any restrictions that result from the permitted amendment, renewal, extension or refinancing of Indebtednessany such restriction so long as the terms of any such amendment, renewal, extension or refinancing, taken as a whole, are not more restrictive than such restriction; provided that any such restriction is no less favorable shall only be applicable to the Lenders than those under the agreement evidencing the Indebtedness relevant Subsidiary so refinanced acquired and shall not be applicable to any other Person, (vii) in the case Indebtedness of restrictions on asset transfersa Subsidiary of Holdings which is not a Loan Party which is permitted by Section 8.2, (Aviii) any customary restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtednessin leases, (B) any restrictions encumbering property at the time such property was acquired by the Borrower subleases, licenses or any Subsidiary, asset sale agreements otherwise permitted hereby so long as such restriction relates solely restrictions relate to the property so acquired, assets subject thereto and (Cix) any restrictions resulting from customary provisions restricting subletting on cash or assignment other deposits imposed by customers under contracts entered into in the ordinary course of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such salebusiness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the any Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other investments Investments in, the any Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the any Borrower or any other Subsidiary of the such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary (other than a Borrower) imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Subsidiary permitted hereunder, (iii) Requirements restrictions and conditions imposed by applicable law or any Governmental Authority or Government-Sponsored Enterprise (including pursuant to regulatory restrictions (including, for the avoidance of Lawdoubt, “financial requirements” imposed pursuant to PMIERs and similar restrictions imposed by any Government-Sponsored Enterprise and agreements with any Governmental Authority or Government-Sponsored Enterprise)), (iv) any restrictions existing imposed on Subsidiaries that are borrowers under any Mortgage Secured Financings so long as the restrictions are imposed only on the Closing Date, Subsidiary borrowers under such Mortgage Secured Financings and such Subsidiaries have no material businesses other than mortgage originations and related activities and (v) any contractual restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary existing on the date such Subsidiary is acquired (so long as as, in respect of any such contractual prohibition, such prohibition is not created incurred in anticipation contemplation of such Person becoming a Subsidiaryacquisition), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such sale.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Holdings other than a Loan Party or Sears Canada to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Significant Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, ; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms disposition of all or any portion of the instruments governing the Accounts Receivable Financing, equity interests or assets of such Subsidiary; (iii) Requirements the provisions contained in any existing indebtedness (and in any refinancing of Law, such indebtedness so long as no more restrictive than those contained in the respective existing indebtedness so refinanced); (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions in other agreements that restrict restricting assignment of such any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or rights thereunder franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (Dix) any restrictions customarily contained in asset sale agreements limiting on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such property pending net worth provisions could not reasonably be expected to impair the closing ability of such salethe Borrowers and their Subsidiaries to meet their ongoing obligations.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Significant Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, ; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms disposition of all or any portion of the instruments governing the Accounts Receivable Financing, equity interests or assets of such Subsidiary; (iii) Requirements the provisions contained in any existing indebtedness (and in any refinancing of Law, such indebtedness so long as no more restrictive than those contained in the respective existing indebtedness so refinanced); (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions in other agreements that restrict restricting assignment of such any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or rights thereunder franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (Dix) any restrictions customarily contained in asset sale agreements limiting on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such property pending net worth provisions could not reasonably be expected to impair the closing ability of such salethe Borrowers and their Subsidiaries to meet their ongoing obligations.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Holdings other than a Loan Party or Sears Canada and its Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Significant Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, ; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms disposition of all or any portion of the instruments governing the Accounts Receivable Financing, equity interests or assets of such Subsidiary; (iii) Requirements the provisions contained in any existing indebtedness (and in any refinancing of Law, such indebtedness so long as no more restrictive than those contained in the respective existing indebtedness so refinanced); (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions in other agreements that restrict restricting assignment of such any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or rights thereunder franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (Dix) any restrictions customarily contained in asset sale agreements limiting on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such property pending net worth provisions could not reasonably be expected to impair the closing ability of such salethe Borrowers and their Subsidiaries to meet their ongoing obligations.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Qualified Subsidiary of the Borrower to (a) make Restricted Dividend Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, Holdings, the Borrower Borrowers or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other investments Investments in, Holdings, the Borrower Borrowers or any other Subsidiary of the Borrower or (c) transfer any of its assets to Holdings, the Borrower Borrowers or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Credit Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Subsidiary, (iii) Requirements of Law, (iv) any restrictions existing and as in effect on the Closing Date, (iv) pursuant to any Hedge Agreements permitted hereunder, (v) pursuant to any restriction Indebtedness in existence on the date hereof and any refinancing thereof permitted hereunder, (vi) applicable law, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement, (viii) under any documents relating to Indebtedness joint ventures of Borrowers to the extent that such joint ventures are not prohibited hereunder, (ix) any Subsidiary and existing agreement in effect at the time it a Person first became a Subsidiary (Subsidiary, so long as such agreement was not created entered into solely in anticipation contemplation of such Person becoming a Subsidiary), (vix) customary provisions in leases restricting assignability or subleasing, (xi) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable or conditions apply only to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property or assets securing such Indebtedness, and (Bxii) any restrictions encumbering property at the time such property was acquired licenses or contracts which by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment terms of such agreements or licenses and contracts prohibit the granting of Liens on the rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saletherein.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) the terms of the instruments governing the Accounts Receivable Financingapplicable law or any rule, regulation or order, (iii) Requirements customary non-assignment provisions or restrictions on cash or other deposits contained in any contract or any lease governing a leasehold interest of Lawany Group Member, (iv) any restrictions existing on the Closing Datetransfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien, (v) restrictions imposed by any restriction relating agreement to Indebtedness of sell assets or Capital Stock permitted under this Agreement to any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such sale, (vi) customary provisions in joint venture agreements and other similar agreements entered into by the Borrower or one of its Subsidiaries and any Person (other than the Borrower or any Affiliate of the Borrower), in each case, relating solely to the respective joint venture or similar entity or the equity interests therein and entered into in the ordinary course of business, (vii) purchase money obligations (including any capitalized lease obligations) relating to property acquired in the ordinary course of business, (viii) restrictions imposed under the Elvis Operating Company Charter Documents, as in effect on the Closing Date or (ix) restrictions imposed on any Permitted Joint Venture under the terms of any Non-Recourse Indebtedness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents or any document with respect to any Incremental Equivalent Debt; (ii) the terms of the instruments governing the Accounts Receivable Financing, (iii) Requirements of Law, (iv) any restrictions such agreement existing on the Closing Date; (iii) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and other agreements entered into in the ordinary course of business; (iv) any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (v) any restriction relating to instrument governing Indebtedness or Capital Stock of a Person acquired by such Borrower or any Subsidiary and existing of its Subsidiaries as in effect at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiaryacquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued 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 is permitted by Section 7.2 to be incurred; (vi) any restrictions agreement for the Disposition of a Subsidiary permitted by this Agreement that result from the refinancing of Indebtedness, provided that restricts distributions by such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced Subsidiary pending such Disposition; and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder instruments which prohibit the payment of dividends or (D) the making of other distributions with respect to any restrictions customarily contained in asset sale agreements limiting the transfer class of such property pending the closing Capital Stock of such salea Person other than on a pro rata basis.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, the Borrower New Holdings or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other investments Investments in, the Borrower New Holdings or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower New Holdings or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents (ii) the terms or any agreement governing any Permitted Refinancing in respect of the instruments governing the Accounts Receivable FinancingLoans, (iii) Requirements of Law, (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction contained in such refinancing agreement is no not materially less favorable to the Lenders than those under that which exists as of the Effective Date), (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement evidencing that has been entered into in connection with the disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the Effective Date contained in the agreements governing the Indebtedness so refinanced in effect on the Effective Date and in any agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in the agreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any of its Restricted Subsidiaries, in each case entered into in the ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the case ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on asset transfers, deposits imposed under contracts entered into in the ordinary course of business; and (Axii) any restrictions relating to under any Indebtedness that limit the right of the debtor to dispose of any property securing permitted by Section 8.2 if such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely are no more restrictive to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily Group Members than those contained in asset sale agreements limiting the transfer of such property pending the closing of such saleunder this Agreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments Distributions in respect of any Capital Stock Equity Interests of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and other agreements entered into in the terms ordinary course of the instruments governing the Accounts Receivable Financingbusiness, (iii) Requirements of Lawany transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (iv) any restrictions existing on the Closing Date, (v) any restriction relating to instrument governing Indebtedness or Equity Interests of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long of its Subsidiaries as in effect at the time of such restriction relates solely Acquisition (except to the extent such Indebtedness or Equity Interests was incurred or issued 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 is permitted by Section 5.1 to be incurred, (Cv) any restrictions resulting from customary provisions restricting subletting or assignment agreement for the Disposition of leases or customary a Subsidiary permitted by this Agreement that restricts Distributions by such Subsidiary pending such Disposition, and (vi) provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) instruments which prohibit the making of Distributions with respect to any restrictions customarily contained in asset sale agreements limiting the transfer class of such property pending the closing Equity Interests of such salea Person other than on a pro rata basis.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions (i) existing under or by reason of (iA) any restrictions existing under the Loan Documents, Documents or (ii) the terms of the instruments governing the Accounts Receivable Financing, (iii) Requirements of Law, (ivB) any restrictions existing under the ABL Documentation as in effect on the Closing Date, (vii) with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) representing any restriction relating to Indebtedness of any Subsidiary and existing agreement or instrument binding upon a Person acquired in connection with an acquisition permitted hereby as such agreement or instrument is in effect at the time it became of such acquisition (except to the extent such agreement or instrument was entered into 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, (iv) customary anti-assignment, subletting and transfer provisions in leases and licenses and other contracts entered into in the ordinary course of business, (v) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (so long as not created in anticipation of pending such Person becoming a Subsidiary)sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vi) restrictions and conditions imposed by any restrictions that result from the refinancing Requirement of IndebtednessLaw, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of agreements governing any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower purchase money Liens or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleCapital Lease Obligations otherwise permitted hereby.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingEquity Interests or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) Requirements of Lawthe encumbrances and restrictions on the Qualified LaGrange Entities pursuant to the LaGrange Documents, (iv) any restrictions existing contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Closing Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restriction relating to restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Subsidiary and existing at the time it became Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in anticipation contemplation of such Person becoming a Subsidiary)acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) contained in the case of restrictions CCO Senior Note Indentures as in effect on asset transfers, (Athe Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indentures as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction relates applies solely to the property so acquiredsuch assets, (Cx) any restrictions resulting from customary provisions restricting subletting or anti-assignment of leases or customary provisions in other agreements that restrict assignment leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such agreements or rights thereunder or Indebtedness, and (Dxii) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending Silo Credit Agreements as in effect on the closing of such saleRestatement Effective Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Borrower any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower any Group Member or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or to, any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) the terms of the instruments governing the Accounts Receivable Financing, (iii) Requirements of Law, (iv) any restrictions existing encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date, (viii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness of any Incurred by such Restricted Subsidiary and existing at prior to the time date on which it became a Restricted Subsidiary (so long other than Indebtedness Incurred as consideration in, in contemplation of, 138 or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not created applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in anticipation clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such Person becoming refinancing agreement or amendment are not materially less favorable taken as a Subsidiarywhole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that result from has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (vii) any encumbrances or restrictions applicable solely to a Restricted Subsidiary that is not a Loan Party and contained in any credit facility extended to any such Restricted Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders, taken as a whole, than is customary in comparable financings (as determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 8.5 pending the consummation of such Disposition, (xii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (xiii) any encumbrance or restriction in agreements related to any Permitted Securitization, (xiv) any holder of a Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (xv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.5 pending the consummation of such sale, (xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, (xvii) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis, (xviii) provisions in the Senior Notes Indenture, as in effect on the Closing Date and (xix) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of Indebtednessany contract, instrument or obligation referred to in clauses (i) through (xviii) above; provided that such restriction is amendment, modification, restatement, renewal, increase, supplement, 139 refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no less favorable more restrictive with respect to the Lenders such restrictions taken as a whole than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfersexistence prior to such amendment, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtednessmodification, (B) any restrictions encumbering property at the time such property was acquired by the Borrower restatement, renewal, increase, supplement, refunding, replacement or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such salerefinancing.

Clauses Restricting Subsidiary Distributions. Enter into or -------------------------------------------- suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Subsidiary, (iii) Requirements of Lawapplicable law, (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfersclause (c) above, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases any lease governing a leasehold interest of Holdings, the Borrower or any of their respective Subsidiaries, (v) in the case of clause (c) above, customary provisions in other agreements that restrict restricting assignment of such agreements any licensing agreement entered into by Holdings, the Borrower or rights thereunder or any of their respective Subsidiaries in the ordinary course of business, (Dvi) any restrictions customarily document or instrument evidencing Foreign Subsidiary working capital Indebtedness permitted under Section 7.2 so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness, (vii) the Senior Note Indenture and (viii) customary provisions contained in asset sale joint venture agreements limiting entered into in the transfer ordinary course of business so long as such property pending encumbrance or restriction only applies to the closing of relevant joint venture governed by such saleagreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Borrower any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the terms of RestatementThird Amendment Effective Date (including the instruments governing the Accounts Receivable FinancingIndentures), (iii) Requirements any 148 encumbrance or restriction with respect to a Restricted Subsidiary or any of Lawits Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions existing on contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Closing DateBorrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction relating to (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of any a Restricted Subsidiary and existing at to the time it became a Subsidiary (so long as not created in anticipation extent such encumbrance or restriction restricts the transfer of the property subject to such Person becoming a Subsidiary)security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that result from has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (vii) any encumbrances or restrictions applicable solely to a ForeignRestricted Subsidiary that is not a Loan Party and contained in any Credit Facilitycredit facility extended to any Foreignsuch Restricted Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders, taken as a whole, than is customary in comparable financings (as determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Restatement Effective Date, (xi) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 8.5 pending the consummation of such Disposition, (xii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (xiii) any encumbrance or restriction in agreements related to any Permitted Securitization, (xiv) any holder of a Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (xv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.5 pending the consummation of such sale and, (xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person., (xvii) 149 provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis, (xviii) provisions in the Senior Notes Indenture, as in effect on the Third Amendment Effective Date and (xix) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of Indebtednessany contract, instrument or obligation referred to in clauses (i) through (xviii) above; provided that such restriction is amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no less favorable more restrictive with respect to the Lenders such restrictions taken as a whole than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfersexistence prior to such amendment, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtednessmodification, (B) any restrictions encumbering property at the time such property was acquired by the Borrower restatement, renewal, increase, supplement, refunding, replacement or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such salerefinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of (a) any Significant Subsidiary of the Borrower to (aA) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (bB) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (cC) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, or (b) any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Subsidiary, (iii) Requirements of Lawrestrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement in effect on the Closing Date (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations, conditions and prohibitions are no more restrictive, taken as a whole, than those set forth in such existing indentures, agreements or instruments (including this Agreement), (iv) any restrictions existing on the Closing Dateconsisting of customary provisions contained in leases, licenses and joint ventures and other agreements, (v) prohibitions or conditions under applicable law, rule or regulation, (vi) any restriction relating to Indebtedness of any Subsidiary and existing agreement or instrument in effect at the time it a Person first became a Subsidiary (of the Borrower or the date such agreement or instrument is otherwise assumed by the Borrower or any of its Subsidiaries, so long as such agreement or instrument was not created entered into in anticipation contemplation of such Person becoming a Subsidiary of the Borrower or such assumption, (vii) customary provisions in organizational documents, asset sale and stock sale agreements and other similar agreements that restrict the transfer of, or Liens on, ownership interests in any partnership, limited liability company or similar Person, (viii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to above, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity, (ix) any prohibition or limitation that restricted subletting or assignment of, or Lien on, leasehold interests contained in any lease or sublease governing a leasehold interest of the Borrower or a Subsidiary), (x) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby to the extent any prohibition or limitation restricts Liens on the assets financed thereby, (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords or customers under contracts entered into in the ordinary course of business, (xii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired or (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (vi) any restrictions that result from the refinancing of Indebtednessor (xii) above, provided that the encumbrance or restriction under such restriction amendment or refinancing is no less favorable to the Lenders than those that which existed under the agreement evidencing the Indebtedness so contract, investment or obligation that has been amended or refinanced and was permitted under clause (viivi) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleabove.

Clauses Restricting Subsidiary Distributions. Enter No Loan Party shall enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Foamex to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower Foamex or any other Subsidiary of the Borrower, Guarantor or (b) make loans or advances to, or other investments Investments in, the Borrower Foamex or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the terms Closing Date or pursuant to the Plan of the instruments governing the Accounts Receivable FinancingReorganization, (iii) Requirements any encumbrance or restriction with respect to a Subsidiary or any of Lawits Subsidiaries pursuant to an agreement relating to any obligation incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by Foamex (other than obligations incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by Foamex) and outstanding on such date, which encumbrance or restriction is not applicable to Foamex or its Subsidiaries or the properties or assets of Foamex or its Subsidiaries (other than the Subsidiary, or the property or assets of the Subsidiary so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary), (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing or replacement of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this Section 7.23 or this clause (iv) or contained in any amendment to or replacement of an agreement referred to in clause (i), (ii) or (iii) of this Section 7.23 or this clause (iv), provided, however, that the encumbrances and restrictions existing on contained in any such refinancing or replacement financing agreement or amendment are not materially less favorable taken as a whole, as determined by Foamex in good faith, to the Closing DateLenders than the encumbrances and restrictions contained in such predecessor agreement, (v) any restriction relating restrictions with respect to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created imposed pursuant to an agreement that has been entered into in anticipation connection with the disposition of all or substantially all of the Equity Interests or assets of such Person becoming a Subsidiary)Subsidiary permitted hereunder, (vi) any encumbrances or restrictions that result from the refinancing of Indebtednessapplicable solely to a Foreign Subsidiary (other than Foamex Canada or any other Canadian Subsidiary) and contained in any agreement governing debt incurred by such Foreign Subsidiary, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfersthe transfers of assets pursuant to the documentation governing a Lien permitted by Section 7.14, and (Aviii) any restrictions relating to Indebtedness that limit the right of the debtor to dispose encumbrance or restriction arising under or in connection with any agreement or instrument governing Equity Interests of any property securing such Indebtedness, (B) any restrictions encumbering property at Person other than a wholly owned Subsidiary that is acquired after the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleClosing Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Borrower any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower any Group Member or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or to, any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) the terms of the instruments governing the Accounts Receivable Financing, (iii) Requirements of Law, (iv) any restrictions existing encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date, (viii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness of any Incurred by such Restricted Subsidiary and existing at prior to the time date on which it became a Restricted Subsidiary (so long other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not created applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in anticipation clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such Person becoming refinancing agreement or amendment are not materially less favorable taken as a Subsidiarywhole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that result from has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (vii) any encumbrances or restrictions applicable solely to a Restricted Subsidiary that is not a Loan Party and contained in any credit facility extended to any such Restricted Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders, taken as a whole, than is customary in comparable financings (as determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 8.5 pending the consummation of such Disposition, (xii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (xiii) any encumbrance or restriction in agreements related to any Permitted Securitization, (xiv) any holder of a Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (xv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.5 pending the consummation of such sale, (xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, (xvii) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis, (xviii) provisions in the Senior Notes Indenture, as in effect on the Closing Date and (xix) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of Indebtednessany contract, instrument or obligation referred to in clauses (i) through (xviii) above; provided that such restriction is amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no less favorable more restrictive with respect to the Lenders such restrictions taken as a whole than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfersexistence prior to such amendment, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtednessmodification, (B) any restrictions encumbering property at the time such property was acquired by the Borrower restatement, renewal, increase, supplement, refunding, replacement or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such sale.refinancing. 165

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the terms of Original Closing Date (including the instruments governing the Accounts Receivable FinancingSenior Unsecured Note Indenture), (iii) Requirements any encumbrance or restriction with respect to a Subsidiary or any of Lawits Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which it became a Subsidiary (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions existing on contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Closing DateBorrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction relating to (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation to the extent such encumbrance or restriction restricts the transfer of the property subject to such Person becoming a Subsidiary)security agreements, (vi) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that result from has been entered into in connection with the refinancing Disposition of Indebtednessall or substantially all of the Capital Stock or assets of such Subsidiary, provided (vii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2(k) if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is no less favorable not materially more disadvantageous to the Lenders than those under is customary in comparable financings (as determined in good faith by the agreement evidencing the Indebtedness so refinanced Borrower) and (vii) in the case of restrictions on asset transfers, (Ax) any restrictions relating to Indebtedness that limit the right of the debtor to dispose encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any property securing such Indebtedness, (B) any restrictions encumbering property at Person other than a Wholly Owned Subsidiary that is acquired after the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleOriginal Closing Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Borrower any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the terms of Closing Date (including the instruments governing the Accounts Receivable FinancingIndentures), (iii) Requirements any encumbrance or restriction with respect to a Restricted Subsidiary or any of Lawits Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions existing on contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Closing DateBorrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction relating to (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of any a Restricted Subsidiary and existing at to the time it became a Subsidiary (so long as not created in anticipation extent such encumbrance or restriction restricts the transfer of the property subject to such Person becoming a Subsidiary)security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that result from has been entered into in connection with the refinancing Disposition of Indebtednessall or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided (vii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is no less favorable not materially more disadvantageous to the Lenders than those under is customary in comparable financings (as determined in good faith by the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfersBorrower), (Ax) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions and conditions contained in any agreement relating to Indebtedness that limit the right of the debtor to dispose Disposition of any property securing permitted by Section 8.5 pending the consummation of such IndebtednessDisposition, (Bxii) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in joint venture agreements and other similar agreements that restrict assignment of such agreements or rights thereunder or applicable to joint ventures, (Dxiii) any restrictions customarily contained encumbrance or restriction in asset sale agreements limiting related to any Permitted Securitization, (xiv) any holder of a Lien permitted by Section 8.3(k) restricting the transfer of such the property subject thereto, (xv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.5 pending the closing consummation of such salesale and (xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Significant Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, ; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or any portion of the equity interests or assets of such Subsidiary that is permitted by the terms of the instruments governing the Accounts Receivable Financing, this Agreement; (iii) Requirements the provisions contained in any agreement governing Debt existing as of Law, the Effective Date (and in any refinancing of such Debt that is permitted by the terms of this Agreement so long as no more restrictive than those contained in the respective agreement governing such existing Debt); (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions in other agreements that restrict restricting assignment of such any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or rights thereunder franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (Dix) any restrictions customarily contained in asset sale agreements limiting on the transfer of assets securing purchase money obligations and Capital Lease Obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations, (xi) restrictions in respect of the REMIC Certificates and the real property pending assets related thereto, the closing Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, and (xii(xii) restrictions governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization and (xiii) such saleother restrictions as the Borrowers and the Agent may agree.

Clauses Restricting Subsidiary Distributions. Enter Shall not, and shall not permit any other Loan Party to, enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, Guarantor or (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the terms Closing Date or pursuant to the Plan of the instruments governing the Accounts Receivable FinancingReorganization, (iii) Requirements any encumbrance or restriction with respect to a Subsidiary or any of Lawits Subsidiaries pursuant to an agreement relating to any obligation incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries or the properties or assets of the Borrower or its Subsidiaries (other than the Subsidiary, or the property or assets of the Subsidiary so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary), (iv) any restrictions existing on the Closing Date, encumbrance or restriction pursuant to an agreement effecting a refinancing or replacement of Indebtedness incurred pursuant to an agreement referred to in clause (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiaryi), (viii) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (Diii) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such sale.this Section 7.10 or this clause

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, ; (ii) the terms of the instruments governing the Accounts Receivable Financing, (iii) Requirements of Law, (iv) any restrictions such agreement existing on the Closing Date; (iii) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and other agreements entered into in the ordinary course of business; (iv) any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (v) any restriction relating to instrument governing Indebtedness or Capital Stock of a Person acquired by such Borrower or any Subsidiary and existing of its Subsidiaries as in effect at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiaryacquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued 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 is permitted by Section 6.2 to be incurred; (vi) any restrictions agreement for the Disposition of a Subsidiary permitted by this Agreement that result from the refinancing of Indebtedness, provided that restricts distributions by such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced Subsidiary pending such Disposition; and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder instruments which prohibit the payment of dividends or (D) the making of other distributions with respect to any restrictions customarily contained in asset sale agreements limiting the transfer class of such property pending the closing Capital Stock of such salea Person other than on a pro rata basis.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) the terms of the instruments governing the Accounts Receivable Financingapplicable law or any rule, regulation or order, (iii) Requirements customary non-assignment provisions or restrictions on cash or other deposits contained in any contract or any lease governing a leasehold interest of Lawany Group Member, (iv) any restrictions existing on the Closing Datetransfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien, (v) restrictions imposed by any restriction relating agreement to Indebtedness of sell assets or Capital Stock permitted under this Agreement to any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such sale, (vi) customary provisions in joint venture agreements and other similar agreements entered into by the Borrower or one of its Subsidiaries and any Person (other than the Borrower or any Affiliate of the Borrower), in each case, relating solely to the respective joint venture or similar entity or the equity interests therein and entered into in the ordinary course of business, (vii) purchase money obligations (including any capitalized lease obligations) relating to property acquired in the ordinary course of business, (viii) restrictions imposed under the Elvis Operating Company Charter Documents, as in effect on the Restatement Date or (ix) restrictions imposed on any Permitted Joint Venture under the terms of any Non-Recourse Indebtedness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of (a) any Significant Subsidiary of the Borrower to (aA) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (bB) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (cC) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, or (b) any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Subsidiary, (iii) Requirements of Lawrestrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement in effect on the Closing Date (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations, conditions and prohibitions are no more restrictive, taken as a whole, than those set forth in such existing indentures, agreements or instruments (including this Agreement), (iv) any restrictions existing on the Closing Dateconsisting of customary provisions contained in leases, licenses and joint ventures and other agreements, (v) prohibitions or conditions under applicable law, rule or regulation, (vi) any restriction relating to Indebtedness of any Subsidiary and existing agreement or instrument in effect at the time it a Person first became a Subsidiary (of the Borrower or the date such agreement or instrument is otherwise assumed by the Borrower or any of its Subsidiaries, so long as such agreement or instrument was not created entered into in anticipation contemplation of such Person becoming a Subsidiary of the Borrower or such assumption, (vii) customary provisions in organizational documents, asset sale and stock sale agreements and other similar agreements that restrict the transfer of, or Liens on, ownership interests in any partnership, limited liability company or similar Person, (viii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to above, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity, (ix) any prohibition or limitation that restricted subletting or assignment of, or Lien on, leasehold interests contained in any lease or sublease governing a leasehold interest of the Borrower or a Subsidiary), (x) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby to the extent any prohibition or limitation restricts Liens on the assets financed thereby, (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords or customers under contracts entered into in the ordinary course of business, (xii) any instrument governing Indebtedness assumed in connection with the Permitted Eclipsys Acquisition and any Permitted Acquisition which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired or (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (vi) any restrictions that result from the refinancing of Indebtednessor (xii) above, provided that the encumbrance or restriction under such restriction amendment or refinancing is no less favorable to the Lenders than those that which existed under the agreement evidencing the Indebtedness so contract, investment or obligation that has been amended or refinanced and was permitted under clause (viivi) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleabove.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Significant Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, ; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or any portion of the equity interests or assets of such Subsidiary that is permitted by the terms of the instruments governing the Accounts Receivable Financing, this Agreement; (iii) Requirements the provisions contained in any agreement governing Debt existing as of Law, the Effective Date (and in any refinancing of such Debt that is permitted by the terms of this Agreement so long as no more restrictive than those contained in the respective agreement governing such existing Debt); (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions in other agreements that restrict restricting assignment of such any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or rights thereunder franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (Dix) any restrictions customarily contained in asset sale agreements limiting on the transfer of assets securing purchase money obligations and Capital Lease Obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations, (xi) restrictions in respect of the REMIC Certificates and the real property pending assets related thereto, the closing Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, (xii) restrictions governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization and (xiii) such saleother restrictions as the Borrowers and the Agent may agree.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the terms of Closing Date (including the instruments governing the Accounts Receivable FinancingSenior Subordinated Note Indenture), (iii) Requirements any encumbrance or restriction with respect to a Subsidiary or any of Lawits Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries, or the properties or assets of the Borrower or its Subsidiaries, other than the Subsidiary, or the property or assets of the Subsidiary, so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions existing on contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Closing DateBorrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction relating to (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation to the extent such encumbrance or restriction restricts the transfer of the property subject to such Person becoming a Subsidiary)security agreements, (vi) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that result from has been entered into in connection with the refinancing Disposition of Indebtednessall or substantially all of the Capital Stock or assets of such Subsidiary, provided (vii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2(m) if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is no less favorable not materially more disadvantageous to the Lenders than those under is customary in comparable financings (as determined in good faith by the agreement evidencing the Indebtedness so refinanced Borrower) and (vii) in the case of restrictions on asset transfers, (Ax) any restrictions relating to Indebtedness that limit the right of the debtor to dispose encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any property securing such Indebtedness, (B) any restrictions encumbering property at Person other than a Wholly Owned Subsidiary that is acquired after the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleClosing Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for for, in each case, such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Subsidiary, (iii) Requirements any restrictions imposed pursuant to the Holdings Debt Agreements, the Tower Notes Indenture Documents or, upon and after consummation of Lawthe Global Signal Acquisition, the Global Signal Loan Documents, (iv) any restrictions existing on substantially comparable to the Closing Daterestrictions permitted by clause (iii) above and imposed pursuant to any agreement governing any other Indebtedness of Holdings, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary)restrictions imposed by applicable law, (vi) any restrictions that result from imposed by the refinancing Governing Documents of Indebtedness, provided that such restriction is no less favorable to Holdings or any of its Subsidiaries as in effect as of the Lenders than those under the agreement evidencing the Indebtedness so refinanced date hereof and (viivi) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in leases and other agreements that restrict contracts entered into in the ordinary course of business restricting the assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such salethereof.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Significant Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, ; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms disposition of all or any portion of the instruments governing the Accounts Receivable Financing, equity interests or assets of such Subsidiary; (iii) Requirements the provisions contained in any agreement governing indebtedness existing as of Law, the Third Amendment Effective Date (and in any refinancing of such indebtedness so long as no more restrictive than those contained in the respective existing indebtedness); (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions in other agreements that restrict restricting assignment of such any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or rights thereunder franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (Dix) any restrictions customarily contained in asset sale agreements limiting on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations, (xi) restrictions in respect of the REMIC Certificates and the real property pending assets related thereto, the closing Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, and (xii) such saleother restrictions as the Borrowers and the Co-Collateral Agents may agree.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other investments in, to the Borrower Company or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Restricted Subsidiary, (iii) Requirements of Lawany customary provisions in leases, licenses and other agreements restricting assignment thereof, (iv) any restrictions existing that are binding on a Restricted Subsidiary at the Closing Datetime it becomes a Restricted Subsidiary and that were not entered into in contemplation of its becoming a Restricted Subsidiary, (v) restrictions imposed by any restriction agreement relating to Indebtedness of any Subsidiary secured obligations that apply only to the property securing such obligations and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) restrictions in effect on the Effective Date and identified in Schedule 7.13 and any restrictions that result from the refinancing of Indebtednesscontained in any instrument or agreement which refinances or replaces any instrument or agreement listed in Schedule 7.13, provided that such restriction is no less favorable to not materially more onerous on the Lenders Company and its Restricted Subsidiaries than those under in effect on the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleEffective Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the terms of Closing Date (including the instruments governing Indentures and the Accounts Receivable FinancingNote Lien Documents referred to therein), (iii) Requirements any encumbrance or restriction with respect to a Subsidiary or any of Lawits Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries, or the properties or assets of the Borrower or its Subsidiaries, other than the Subsidiary, or the property or assets of the Subsidiary, so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions existing on contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Closing DateBorrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction relating to (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation to the extent such encumbrance or restriction restricts the transfer of the property subject to such Person becoming a Subsidiary)security agreements, (vi) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that result from has been entered into in connection with the refinancing Disposition of Indebtednessall or substantially all of the Capital Stock or assets of such Subsidiary, provided (vii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any credit facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a Lien permitted by Section 7.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 7.2(m) if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is no less favorable not materially more disadvantageous to the Lenders than those under is customary in comparable financings (as determined in good faith by the agreement evidencing the Indebtedness so refinanced Borrower) and (vii) in the case of restrictions on asset transfers, (Ax) any restrictions relating to Indebtedness that limit the right of the debtor to dispose encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any property securing such Indebtedness, (B) any restrictions encumbering property at Person other than a Wholly Owned Subsidiary that is acquired after the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleClosing Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing Capital Stock or assets of such Subsidiary or such assets other than the Accounts Receivable FinancingSenior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) Requirements restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of Lawthis Agreement, (iv) any restrictions existing on documents relating to joint ventures to the Closing Dateextent that such joint ventures are not prohibited hereunder, (v) any restriction relating to Indebtedness of any Subsidiary and existing agreement in effect at the time it a Person became a Subsidiary (or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not created entered into solely in anticipation contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person becoming a Subsidiary)and assets, (vi) any restrictions that result from the refinancing of agreement, including with respect to Indebtedness, provided that of a Foreign Subsidiary permitted pursuant to this Agreement so long as such restriction is no less favorable prohibitions or limitations are only with respect to the Lenders than those under the agreement evidencing the Indebtedness so refinanced such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the 95 granting of Liens on the rights contained therein and (viii) restrictions imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right good faith judgment of the debtor Borrower, no more restrictive with respect to dispose the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any property securing such Indebtedness, (B) material respect its or any restrictions encumbering property at the time such property was acquired Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the Borrower or any Subsidiary, so long as Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleSecuritization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Loan Party to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary Loan Party held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets (except under any financings described in Sections 8.14(c), (d) and (e), in respect of the assets financed thereby or that do not constitute Collateral, as the case may be) to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement, the other Loan Documents, the Bridge Credit Agreement or the Senior Notes (provided such restrictions in the Senior Notes are not more restrictive in any material respect on Holdings and the Subsidiaries than those contained in the Bridge Credit Agreement), (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Subsidiary, (iii) Requirements of Lawany restrictions with respect to Indebtedness owed to the Borrower or any Subsidiary which is required to be subordinated in connection with Indebtedness permitted by Section 8.2, (iv) any encumbrances or restrictions existing under agreements existing on the Closing Datedate hereof and listed on Schedule 8.15, (v) any restriction relating to Indebtedness agreement or other instrument of a Person acquired by Holdings, the Borrower or any Subsidiary and existing in existence at the time it became a Subsidiary of such acquisition (so long as but not created in anticipation contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired at the time of such Person becoming a Subsidiary)acquisition, (vi) customary non-assignment provisions of any restrictions that result from contract or any lease entered into in the refinancing ordinary course of Indebtednessbusiness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) solely with respect to joint ventures and similar arrangements otherwise permitted to be entered into by the terms of 104 this Agreement, customary provisions in partnership agreements, limited liability company organizational governance documents, shareholders agreements, joint venture agreements, and other similar agreements entered into in the case ordinary course of restrictions on asset transfersbusiness in connection with such joint ventures and similar arrangements that restrict the disposition of ownership interests in or assets of such partnership, limited liability company, corporation, joint venture or similar Person and (Aviii) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of contained in any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, Sale and Repurchase Agreement so long as such restriction relates solely restrictions are qualified so as to permit exceptions thereto for the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment purpose of leases or customary provisions in permitting payment of the Obligations under this Agreement and the other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleLoan Documents.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Senior Notes Indentures, the OpCo Notes Indenture, the OpCo Credit Agreement or Requirements of Law and, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Restricted Subsidiary., (iii) Requirements any instrument governing Indebtedness or Capital Stock of Law, (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long of its Restricted Subsidiaries as in effect at the time of such restriction relates solely acquisition (except to the extent such Indebtedness or Capital Stock was incurred 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, (Civ) any restrictions resulting from customary non-assignment provisions restricting subletting or assignment of in leases or customary contracts entered into in the ordinary course of business and consistent with past practices, (v) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (c) above, (vi) provisions with respect to the disposition or distribution of assets or property in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in joint venture agreements, asset sale agreements, stock sale agreements limiting and other similar agreements entered into in the transfer ordinary course of such property pending business, and (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the closing ordinary course of such salebusiness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Significant Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, ; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or any portion of the equity interests or assets of such Subsidiary that is permitted by the terms of the instruments governing the Accounts Receivable Financing, this Agreement; (iii) Requirements the provisions contained in any agreement governing Debt existing as of Law, the Effective Date (and in any refinancing of such Debt that is permitted by the terms of this Agreement so long as no more restrictive than those contained in the respective agreement governing such existing Debt); (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (v) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions in other agreements that restrict restricting assignment of such any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or rights thereunder franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (Dix) any restrictions customarily contained in asset sale agreements limiting on the transfer of assets securing purchase money obligations and Capital Lease Obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations, (xi) restrictions in respect of the REMIC Certificates and the real property pending assets related thereto, the closing Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, and (xii) such saleother restrictions as the Borrowers and the Agent may agree.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions existing under the terms of Senior Secured Notes Documents and any agreements governing any Priority Lien Debt or Parity Lien Debt (as defined in the instruments governing Collateral Trust Agreement) to the Accounts Receivable Financing, extent no more restrictive than any such restrictions hereunder; (iii) Requirements any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of Law, all or substantially all of the Capital Stock or assets of such Subsidiary; (iv) any restrictions existing on by reason of customary provisions in joint venture agreements, leases, licenses and similar agreements entered into in the Closing Date, ordinary course of business consistent with past practice; (v) any restriction relating to Indebtedness of restrictions imposed by agreements governing any Subsidiary and existing at purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), assets financed thereby) or (vi) any customary restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable existing in documentation governing Junior Debt to the Lenders extent no more restrictive than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of any such restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such salehereunder.

Clauses Restricting Subsidiary Distributions. Enter -------------------------------------------- into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Subsidiary, (iii) Requirements of Lawapplicable law, (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfersclause (c) above, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases any lease governing a leasehold interest of Holdings, the Borrower or any of their respective Subsidiaries, (v) in the case of clause (c) above, customary provisions in other agreements that restrict restricting assignment of such agreements any licensing agreement entered into by Holdings, the Borrower or rights thereunder or any of their respective Subsidiaries in the ordinary course of business, (Dvi) any restrictions customarily document or instrument evidencing Foreign Subsidiary working capital Indebtedness permitted under Section 7.2 so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness, (vii) the Senior Note Indenture and (viii) customary provisions contained in asset sale joint venture agreements limiting entered into in the transfer ordinary course of business so long as such property pending encumbrance or restriction only applies to the closing of relevant joint venture governed by such saleagreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerCompany, (b) make loans or advances to, or other investments Investments in, the Borrower Company or any other Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Credit Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms disposition of all or substantially all of the instruments governing Capital Stock or all or substantially all of the Accounts Receivable Financingassets of such Subsidiary, (iii) Requirements of Lawapplicable law, (iv) any restrictions existing in effect on the date of this Agreement contained in the agreements governing the Indebtedness in effect on the Closing DateDate and in any agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in the agreements as in effect on the date of this Agreement governing the Indebtedness being renewed, extended or refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by the Company or any of its Subsidiaries, in each case entered into in the ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under subsection 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any capital stock or Indebtedness of any incurred by such Subsidiary on or prior to the date on which such Subsidiary was acquired by the Company and existing at the time it became a Subsidiary (so outstanding on such date as long as such agreement was not created entered into in anticipation contemplation of such Person becoming a Subsidiary)Subsidiary of the Company, (viix) any restrictions that result from customary restriction on cash or other deposits imposed under agreements entered into in the refinancing ordinary course of Indebtednessbusiness or net worth provisions in leases and other agreements entered into in the ordinary course of business, provided that such restriction is no less favorable (x) provisions with respect to dividends, the Lenders than those under disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the agreement evidencing the Indebtedness so refinanced ordinary course of business; and (viixi) restrictions on deposits imposed under contracts entered into in the case ordinary course of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such salebusiness.

Clauses Restricting Subsidiary Distributions. Enter Shall not, and shall not permit any other Loan Party to, enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, Guarantor or (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the terms Closing Date or pursuant to the Plan of the instruments governing the Accounts Receivable FinancingReorganization, (iii) Requirements any encumbrance or restriction with respect to a Subsidiary or any of Lawits Subsidiaries pursuant to an agreement relating to any obligation incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries or the properties or assets of the Borrower or its Subsidiaries (other than the Subsidiary, or the property or assets of the Subsidiary so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary), (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing or replacement of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this Section 7.10 or this clause (iv) or contained in any amendment to or replacement of an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv), provided, however, that the encumbrances and restrictions existing on contained in any such refinancing or replacement financing agreement or amendment are not materially less favorable taken as a whole, as determined by the Closing DateBorrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) any restriction relating restrictions with respect to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created imposed pursuant to an agreement that has been entered into in anticipation connection with the disposition of all or substantially all of the Capital Stock or assets of such Person becoming a Subsidiary), (vi) any encumbrances or restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable applicable solely to the Lenders than those under the a Foreign Subsidiary and contained in any agreement evidencing the Indebtedness so refinanced and governing debt incurred by any Foreign Subsidiary; (vii) in the case of restrictions on asset transfers, the transfers of assets pursuant to the documentation governing a Lien permitted by Section 7.01; and (Aviii) any restrictions relating to Indebtedness that limit the right of the debtor to dispose encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any property securing such Indebtedness, (B) any restrictions encumbering property at Person other than a Wholly Owned Subsidiary that is acquired after the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleClosing Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the any Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other investments Investments in, the any Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the any Borrower or any other Subsidiary of the such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary (other than a Borrower) imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Subsidiary permitted hereunder, (iii) Requirements restrictions and conditions imposed by applicable law or any Governmental Authority or Government-Sponsored Enterprise (including pursuant to regulatory restrictions (including, for the avoidance of Lawdoubt, “financial requirements” imposed pursuant to PMIERs and similar restrictions imposed by any Government- Sponsored Enterprise and agreements with any Governmental Authority or Government-Sponsored Enterprise)), (iv) any restrictions imposed on Subsidiaries that are borrowers under any Mortgage Secured Financings so long as the restrictions are imposed only on the Subsidiary borrowers under such Mortgage Secured Financings and such Subsidiaries have no material businesses other than mortgage originations and related activities and (iv) any contractual restriction of a Subsidiary existing on the Closing Date, (v) any restriction relating to Indebtedness of any date such Subsidiary and existing at the time it became a Subsidiary is acquired (so long as as, in respect of any such contractual prohibition, such prohibition is not created incurred in anticipation contemplation of such Person becoming a Subsidiaryacquisition), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such sale.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) the terms of the instruments governing the Accounts Receivable Financing, (iii) Requirements of Law, (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such 42 Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such sale.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary. The foregoing shall not apply to: (i) restrictions currently set forth in the Senior Subordinated Note Indenture, until such time as the Senior Subordinated Notes are repurchased in accordance with the Tender Offer Documents or as permitted by Section 8.9, and, if no Senior Subordinated Notes are so repurchased or if all the Senior Subordinated Notes are not repurchased, any similar restrictions in any Permitted Refinancing Indebtedness in respect thereof, (ii) any agreement or instrument binding upon a Person acquired in connection with an acquisition permitted hereby as such agreement or instrument is in effect at the terms time of such acquisition (except to the extent such agreement or instrument was entered into 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 instruments governing the Accounts Receivable FinancingPerson, so acquired, and (iii) Requirements of Lawcustomary anti-assignment, (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary subletting and existing at the time it became a Subsidiary (so long as not created transfer provisions in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced leases and (vii) licenses and other contracts entered into in the case ordinary course of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such salebusiness.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or suffer to exist or become effective any contractual restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the Borrower, or (b) make loans or advances to, or other investments in, Investments in the Borrower Company or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Note Documents, (ii) any restrictions with respect to such Subsidiary imposed pursuant to an agreement that has been entered into in connection with the terms Disposition of all or substantially all of the instruments governing the Accounts Receivable FinancingCapital Stock or assets of such Subsidiary, (iii) Requirements any restrictions regarding licenses or sublicenses by the Company and its Subsidiaries of LawIntellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (iv) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any restrictions existing on the Closing Dateagreement relating thereto, (v) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (vi) customary provisions restricting the subletting or assignment of any restriction lease governing a leasehold interest, (vii) customary restrictions and conditions contained in any agreement relating to Indebtedness of an asset sale permitted by Section 10.4 or 10.5, (viii) any Subsidiary and existing agreement in effect at the time it became any Person becomes a Subsidiary (Subsidiary, so long as such agreement was not created entered into in anticipation contemplation of such Person becoming a Subsidiary), (viix) such restrictions in effect immediately prior to the Closing, (x) applicable law, (xi) restrictions on cash or other deposits or net worth imposed by customers or landlords under contracts entered into in the ordinary course of business, (xii) any restrictions that result from on the refinancing transfer of Indebtedness, any property subject to a Lien permitted by Section 10.3; and (xiii) restrictions set forth in Indebtedness incurred pursuant to Section 10.2(a) (provided that such restriction is the restrictions in any Permitted Refinancing Indebtedness incurred under Section 10.2(a) taken as a whole are no less favorable in any material respect to the Lenders holders of the Notes than those restrictions that are then in effect under the agreement evidencing Indebtedness that is being refinanced, renewed, replaced or extended), Section 10.2(c) (provided that (i) the restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings, and any such restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, and (ii) the restrictions in any Permitted Refinancing Indebtedness incurred under Section 10.2(c) taken as a whole are no less favorable in any material respect to the holders of the Notes than those restrictions that are then in effect under the Indebtedness so refinanced that is being refinanced, renewed, replaced or extended), Section 10.2(h) (provided that (i) the restriction is not applicable to any Person, or the property or assets of any Person, other than the Person that becomes a Subsidiary as described in such Section 10.2(h), and (viiii) the restrictions in any Permitted Refinancing Indebtedness incurred under Section 10.2(h) taken as a whole are no less favorable in any material respect ot the case holders of the Notes than those restrictions on asset transfers, (A) any restrictions relating to that are then in effect under the Indebtedness that limit is being refinanced, renewed, replaced or extended) or Section 10.2(i) (provided that the right restriction is not materially more disadvantageous to the holders of the debtor to dispose of Notes than is customary in comparable financings, and any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely will not materially affect the Company’s ability to make principal or interest payments on the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleNotes).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other investments Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the terms of Closing Date (including the instruments governing the Accounts Receivable FinancingSenior Unsecured Note Indenture), (iii) Requirements any encumbrance or restriction with respect to a Subsidiary or any of Lawits Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which it became a Subsidiary (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions existing on contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Closing DateBorrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction relating to (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation to the extent such encumbrance or restriction restricts the transfer of the property subject to such Person becoming a Subsidiary)security agreements, (vi) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that result from has been entered into in connection with the refinancing Disposition of Indebtednessall or substantially all of the Capital Stock or assets of such Subsidiary, provided (vii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2(k) if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is no less favorable not materially more disadvantageous to the Lenders than those under is customary in comparable financings (as determined in good faith by the agreement evidencing the Indebtedness so refinanced Borrower) and (vii) in the case of restrictions on asset transfers, (Ax) any restrictions relating to Indebtedness that limit the right of the debtor to dispose encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any property securing such Indebtedness, (B) any restrictions encumbering property at Person other than a Wholly Owned Subsidiary that is acquired after the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of such property pending the closing of such saleClosing Date.