Common use of Inconsistent Agreements Clause in Contracts

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

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

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

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

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

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

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

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

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

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