Common use of Negative Pledge Clauses Clause in Contracts

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired other than (a) this Agreement, the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member 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 to which it is a party other than (a) (i) this Agreement, Agreement and the other Loan Documents, and other (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such Indebtednesstype and in any event so long as such agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect of the Loans or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not materially more restrictive than the documents governing the Indebtedness being refinanced, as applicable, taken as a whole, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing in effect at the time any Junior IndebtednessSubsidiary becomes a Restricted Subsidiary of the Parent Borrower, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as such prohibition or limitation applies only to such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the restrictions set forth therein are no more restrictive than Parent Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the corresponding provisions in the Loan Documentsscope of any restriction contemplated by this Section 7.13 contained therein, (d) any customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions with respect are limited 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 property or assets of subject to such Restricted Subsidiaryleases, (esubleases, licenses or sublicenses, as the case may be,(e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of pending such Person after the date hereofsale, provided that such agreements exist at restrictions or conditions apply only to the time such Person becomes a Restricted Subsidiary or assets that is to be sold and such agreements are assumed sale is permitted hereunder and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leasesin the definitive documentation governing any Permitted Receivables Facility, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate only to the assets accounts receivable subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of Permitted Receivables Facility and/or to distributions from any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessReceivables Subsidiary.

Negative Pledge Clauses. Enter The Company will not, and will not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower Company or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, other than (a) restrictions and conditions in this Agreement, the other Loan Documents, and other agreements governing such Indebtedness, any Indebtedness permitted by Section 6.18(i) or (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which caseiv), any prohibition or limitation shall only be effective against documentation governing the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Senior Notes, Incremental Equivalent Debtany credit agreements, Permitted Surviving Indebtedness, a Replacement Facility indentures or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in similar agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to exist under Section 8.2(tsecured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (ge) customary restrictions or conditions imposed by restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or and other deposits permitted under Sections 8.3 or 8.7 net worth provisions in leases and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement other agreements entered into in the ordinary course of business, (kf) restrictions imposed and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Governmental Authority Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising by reason pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of applicable Lawassets that, ruletaken as a whole, regulation or order or are immaterial, provided that in good faith judgment of the terms Company, such conditions would not have a material adverse effect on the ability of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessBorrower to satisfy its Obligations hereunder.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) (i) this Agreement, Agreement and the other Loan Documents, (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2(v), so long as any such agreement is not more restrictive than the Loan Documents and other agreements (iii) any agreement governing any Permitted Refinancing in respect of the Loans or Indebtedness incurred pursuant to Section 7.2(v), in each case, with respect to this clause (iii), so long as any such agreement is not more restrictive than the Loan Documents and such Indebtedness, as applicable, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing in effect at the time any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged of the Borrower, so long as such agreement was not entered into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the agreements being assumed, scope of any restriction contemplated by this Section 7.13 contained therein or (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (gd) customary restrictions on provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereby sublicenses, so long as such restrictions may relate are limited to the property or assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash leases, subleases, licenses or depositsublicenses, (j) customary provisions restricting assignment of any agreement entered into in as the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesscase may be.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure obligations under this Agreement or the other Loan Documents (to the extent that such limitation would have the effect of prohibiting Holdings, the Borrower or any of its Subsidiaries from granting a Lien on any of its assets to secure all obligations under this Agreement and the other Loan Documents in respect of a principal amount of Indebtedness that is not greater than the excess of (i) (x) the First Lien Term Cap on the Restatement Effective Date plus (y) the Revolving Commitment Cap minus (ii) the principal amount of First Lien Notes at any time and the principal amount of Indebtedness repaid under this Agreement from the proceeds of asset sales and casualty events) other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder pursuant to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the restrictions set forth therein are no more restrictive than maximum aggregate liabilities of Holdings, the corresponding provisions in the Loan DocumentsBorrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) any restrictions with respect to a Restricted Subsidiary imposed [Reserved], (e) pursuant to an agreement that has been entered into agreements governing Indebtedness assumed in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements acquisition of any Person that becomes a Restricted Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is merged into permitted under Section 7.2(f) or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of (l) and such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are Indebtedness was not created or incurred in contemplation of or in connection with such Person becoming a Restricted acquisition and such restrictions apply only to such acquired Subsidiary or the agreements being assumedand its Subsidiaries, (f) as contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under secured by Liens described in Section 8.2(t), (g7.3(o) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to are no more onerous in any material respect than those contained in the assets subject theretoCCO Senior Note Indenture and the related collateral and guarantee agreement as in effect on the Restatement Effective Date, (g) as contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness of Holdings described in Section 7.3(e), (i) or (m) or Indebtedness of any Qualified Parent Company, in each case, so long as such restrictions are no more onerous in any material respect than those contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (h) customary restrictions contained provisions in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 leases and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement licenses entered into in the ordinary course of businessbusiness or as required in any franchise permit, (ki) customary restrictions imposed by any Governmental Authority or arising by reason in an agreement to Dispose of applicable Law, rule, regulation or order assets in a transaction permitted under Section 7.5 solely to the extent that such restriction applies solely to the assets to be so Disposed and (j) as contained in the Silo Credit Agreements or the terms of any license, authorization, concession or permit, Silo Guarantee and (l) restrictions Collateral Agreements as in effect on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessRestatement Effective Date.

Negative Pledge Clauses. Enter The Borrower shall not, and shall not permit any Guarantor to, enter into or suffer to exist or become effective any agreement contractual obligation that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure its obligations under the Loan Documents to which it is a party; provided that the foregoing shall not prohibit the requirement of granting an equal and ratable Lien in favor of the holders of any Lien upon any of its property or revenues, whether now owned or hereafter acquired other than (a) this Agreement, debt securities if liens are granted to secure the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in obligations under the Loan Documents; provided, (d) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement further, 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, (e) the foregoing shall not apply to (i) customary restrictions contained in the definitive documents for secured Indebtedness permitted pursuant to this Agreement so long as such restrictions apply only to the assets that are collateral for such Indebtedness; (ii) restrictions contained in the agreements governing Indebtedness permitted pursuant to this Agreement so long as such restrictions are, in the good faith judgment of the Borrower, not more restrictive taken as a whole than customary market terms for Indebtedness of such type and which would permit Liens securing the obligations under the Loan Documents as in effect at the time such restrictions are entered into (including based on the Aggregate Commitment then applicable hereunder); (iii) restrictions imposed by law or any Loan Document, (iv) customary restrictions and conditions contained in agreements relating to a sale of a Subsidiary or of any Person that becomes assets of a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereofLoan Party, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with pending such Person becoming a Restricted sale, provided such restrictions and conditions apply only to the Subsidiary or the agreements being assumedassets that are sold and such sale is permitted hereunder, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (jv) customary provisions restricting assignment in leases, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer or encumbrance of any agreement entered into leasehold interests or ownership interests in the ordinary course of businesssuch partnership, limited liability company, joint venture or similar Person, (kvi) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or customary provisions in leases and other contracts restricting the terms of any license, authorization, concession or permit, assignment thereof and (lvii) customary restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of businessbusiness or applicable to other deposits constituting Permitted Liens.

Negative Pledge Clauses. Enter The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on the assignment of leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (kd) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or agreement in effect at the terms of time any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (e) customary restrictions and conditions contained in agreements relating to the ordinary course sale of businessa Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 6.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or Non-Guarantor Subsidiaries, (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements and (i) customary restrictions and conditions contained in agreements relating to Sale Leaseback Transactions.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 for the benefit of the Lenders with respect to the Obligations other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (e) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the foregoing shall Loan Documents or any Collateral securing the Obligations and does not apply require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (f) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any Person that becomes property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a Restricted Subsidiary or is merged into or consolidated with the Borrower or leasehold interest of a Group Member, (iv) exists in any Restricted Subsidiary or agreements assumed from any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person Subsidiary becomes a Restricted Subsidiary or Subsidiary, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedProperties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired, (fvi) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)exists on the Restatement Effective Date and are listed on Schedule 7.12, (gvii) are customary restrictions on leasesprovisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, subleases, licenses or asset sale agreements (viii) is imposed by any amendments or refinancings that are otherwise permitted hereby so long as such restrictions may relate by the Loan Documents or the contracts, instruments or obligations referred to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to this Section 8.2 (7.12; provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection amendments and refinancings are no more materially restrictive with cash or other deposits permitted under Sections 8.3 or 8.7 and limited respect to such cash prohibitions and limitations than those in effect prior to such amendment or deposit, refinancing (j) customary provisions restricting assignment as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessBorrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower Holdings or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), (c) any agreement governing any Junior Indebtednesssoftware and other Intellectual Property licenses pursuant to which Holdings or such Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than case may be, (in which case, any prohibition or limitation shall relate only to the corresponding provisions in assets subject of the Loan Documentsapplicable license), (d) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into Contractual Obligations incurred in connection with the Disposition ordinary course of all or substantially all business and on customary terms which limit Liens on the assets subject of the Capital Stock or assets of such Restricted Subsidiaryapplicable Contractual Obligation, (e) any agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the foregoing shall not apply assets of such Non-Guarantor Subsidiary and its Subsidiaries), (f) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.13, (g) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (h) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (i) customary restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary agreement relating to an asset sale permitted by Sections 7.4 or is merged into or consolidated with the Borrower or 7.5, (j) any Restricted Subsidiary or agreements assumed from any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such any Person becomes a Restricted Subsidiary or Subsidiary, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedSubsidiary, (fk) restrictions in any agreement of a Foreign Subsidiary governing agreements or instruments relating to any Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), by this Agreement (i) that are consistent with prevailing market practice for similar types of Indebtedness at the time such restrictions arising in connection with cash are incurred or other deposits permitted under Sections 8.3 or 8.7 (ii) to which the Administrative Agent has not objected after having been afforded a period of at least five Business Days to review such restrictions and limited to such cash or deposit, (jl) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtednesscustomary restrictions on the assignment of leases, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentslicenses and other agreements, (d) any restrictions agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Restricted Subsidiary imposed pursuant to an Lien upon assets that are not Collateral, and (ii) such agreement that has been was not entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created solely in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedor, (f) in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)the foregoing, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the assets subject theretoscope of any restriction or condition contained therein, and (he) customary restrictions contained in Indebtedness incurred any restriction pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligationsany document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (im) restrictions arising in connection with cash and (n) or other deposits permitted under Sections 8.3 any agreement or 8.7 and limited option to such cash or deposit, (j) customary provisions restricting assignment Dispose any asset of any agreement entered into in Group Member, the ordinary course Disposition of business, (k) restrictions imposed which is permitted by any Governmental Authority or arising by reason other provision of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and this Agreements (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in provided that any such restriction relates only to the ordinary course of businessassets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower Holdings or any Restricted Subsidiary of Holdings to create, incur, assume or suffer to exist incur any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on the assignment of leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (kd) any agreement of a Person in effect at the time such Person becomes a Restricted Subsidiary of Holdings provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of Holdings, (e) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of Holdings (or the assets of a Restricted Subsidiary of Holdings) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary of Holdings that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions imposed by and conditions existing on the Closing Date identified on Schedule 9.12 and any Governmental Authority amendments or arising by reason of applicable Law, rule, regulation modifications thereto so long as such amendment or order or modification does not expand the terms scope of any licensesuch restriction or condition in any material respect, authorization(g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries that are not Subsidiary Guarantors or Non-Guarantor Subsidiaries permitted under Section 9.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries that are not Subsidiary Guarantors or Non-Guarantor Subsidiaries, concession (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (i) agreements evidencing or permitgoverning Indebtedness permitted under Sections 9.2(b), (c), (d), (e), (g), (i), (j), (h), (r) or (w) or any Permitted Refinancing thereof, and (lj) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of businessthe business of the Group Members.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibitsprohibits or limits (other than a dollar limit, limits or imposes any condition upon provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan DocumentsDocuments (and any agreement governing any Permitted Refinancing in respect of the Loans, and other agreements governing so long as any such Indebtednessprohibition or limitation contained in such refinancing agreement is not materially less favorable to the Lenders that that which exists as of the Effective Date), (b) any agreements governing any purchase money Liens or Capital Lease Obligations secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any an agreement governing any Junior prohibiting only the creation of Liens securing Subordinated Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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 Subsidiaryapplicable law, (e) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and other similar agreements entered into in the foregoing shall not apply ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (f) any prohibition or limitation that consists of customary restrictions and conditions contained in agreements any agreement relating to the sale or sale-leaseback of any Person that property permitted under this Agreement, (g) documents, agreements or constituent documents governing joint ventures, (h) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary or is merged as long as such agreement was not entered into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations)Subsidiary, (i) agreements permitted under Section 8.10, (j) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or and 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, deposits and (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, customary non-assignment provisions in each case, under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member 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 to which it is a party other than (a) (i) this Agreement, the other Loan Documents, the Term Loan Documents and other the documentation governing the Asia Facility, (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such Indebtednesstype and in any event so long as such agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect of the Loans, the Term Loans or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not more restrictive than the Loan Documents, the Term Loan Documents or the documents governing the Indebtedness being refinanced, as applicable, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing in effect at the time any Junior IndebtednessSubsidiary becomes a Restricted Subsidiary of the Borrower, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as such prohibition or limitation applies only to such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the restrictions set forth therein are no more restrictive than Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the corresponding provisions in the Loan Documentsscope of any restriction contemplated by this Section 7.13 contained therein, (d) any customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions with respect are limited 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 property or assets of subject to such Restricted Subsidiaryleases, subleases, licenses or sublicenses, as the case may be, (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of pending such Person after the date hereofsale, provided that such agreements exist at restrictions or conditions apply only to the time such Person becomes a Restricted Subsidiary or assets that is to be sold and such agreements are assumed sale is permitted hereunder and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leasesin the definitive documentation governing any Permitted Receivables Facility, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate only to the assets accounts receivable subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of Permitted Receivables Facility and/or to distributions from any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessReceivables Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, (b) restrictions and other agreements governing conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such Indebtednessamendment, modification or replacement expands the scope of any such restriction or condition, (bc) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements any agreement governing or evidencing Permitted Refinancing Indebtedness in respect of any Person that becomes a Restricted Subsidiary Indebtedness governed by this Agreement and the other Loan Documents (including Permitted Credit Agreement Refinancing Indebtedness) or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person Permitted Refinancing Indebtedness in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, respect thereof; provided that the restrictions and conditions contained in any such agreements exist at the time such Person becomes a Restricted Subsidiary agreement or such agreements are assumed and document referred to in each case this clause (d) are not created less favorable in contemplation any material respect to the Lenders than the restrictions and conditions imposed by this Agreement and the other Loan Documents, (e) restrictions and conditions contained in any agreement governing Liens permitted under Section 7.3(u) (in which case, any prohibition or limitation shall be effective only against the asset or assets subject to such permitted Liens), (f) with respect to operating leases and other third-party contracts, customary limitations on the ability of a party thereto to assign its interests in the underlying contract without the consent of the other party thereto (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(tcontract), (g) customary restrictions on leasesand conditions contained in any agreement relating to the sale of a Subsidiary or any property permitted under Section 7.5 pending the consummation of such sale, subleases(h) any agreement in effect at the time a Subsidiary becomes a Subsidiary, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions prohibition or limitation applies only to such Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Subsidiary, as such agreement may relate to be amended, restated, supplemented, modified, extended, renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the assets subject thereto, (h) customary restrictions scope of any restriction contemplated by this Section 7.13 contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), therein and (i) non-consensual encumbrances or restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising existing by reason of applicable Law, law or any applicable rule, regulation or order or the terms of any licenseorder, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessany regulatory authority.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (aa)(i) this Agreement, the other Loan Documents and the Second Lien Loan Documents (or any documentation governing any Permitted Refinancing Indebtedness in respect of the Second Lien Loans, so long as any such prohibition or limitation included in any such documentation governing any such Permitted Refinancing Indebtedness is no more restrictive than the applicable prohibition or limitation included in the Second Lien Loan Documents, ) and other (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such Indebtednesstype and in any event so long as any such agreement is not more restrictive than the Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing in effect at the time any Junior IndebtednessRestricted Subsidiary becomes a Restricted Subsidiary of the Borrower, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the restrictions set forth therein are no more restrictive than Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the corresponding provisions in the Loan Documentsscope of any restriction contemplated by this Section 7.14 contained therein, (d) any customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions with respect are limited 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 property or assets of subject to such Restricted Subsidiaryleases, subleases, licenses or sublicenses, as the case may be or (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of pending such Person after the date hereofsale, provided that such agreements exist at restrictions or conditions apply only to the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted assets that is to be incurred or sold and such sale is permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesshereunder.

Negative Pledge Clauses. (f). Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (c) any agreement governing any Junior Indebtednesscustomary restrictions on the assignment of leases, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentslicenses and other agreements, (d) any restrictions with respect to agreement in effect at the time any Subsidiary becomes a Restricted Subsidiary imposed pursuant to an of Holdings, so long as such agreement that has been was not entered into solely in connection with the Disposition contemplation of all or substantially all such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the Capital Stock foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or assets replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of such Restricted Subsidiaryany restriction or condition contained therein, (e) the foregoing shall not apply any restriction pursuant to restrictions any document, agreement or instrument governing or relating to any Lien permitted under Section 7.2(i), Sections 7.3(c), (d), (f), (g), (i), (l), (m), (n), (r), (s), (t) and conditions contained in agreements (v), or any agreement or option to Dispose any asset of any Person that becomes a Restricted Subsidiary or Group Member, the Disposition of which is merged into or consolidated with the Borrower or permitted by any Restricted Subsidiary or agreements assumed from any Person other provision of this Agreements (in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereofeach case, provided that any such agreements exist at restriction relates only to the time assets or property subject to such Person becomes a Restricted Subsidiary Lien or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedDisposed), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), restriction set forth on Schedule 7.16(f) and (g) customary restrictions on leasesset forth in any document governing Permitted Ratio Debt or Credit Agreement Refinancing Indebtedness, subleasesin each case, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, contemplated by this clause (hg) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict or otherwise impair the Liens securing rights of the Obligations)Administrative Agent, (i) restrictions arising in connection with cash the Lenders or any other deposits permitted Secured Party under Sections 8.3 this Agreement or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessLoan Document.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibitsprohibits or limits (other than a dollar limit, limits or imposes any condition upon provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan DocumentsDocuments (and any agreement governing any Permitted Refinancing in respect of the Term Loans, and other agreements governing so long as any such Indebtednessprohibition or limitation contained in such refinancing agreement is not materially less favorable to the Lenders that that which exists as of the Effective Date), (b) any agreements governing any purchase money Liens or Capital Lease Obligations secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any an agreement governing any Junior prohibiting only the creation of Liens securing Subordinated Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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 Subsidiaryapplicable law, (e) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and other similar agreements entered into in the foregoing shall not apply ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (f) any prohibition or limitation that consists of customary restrictions and conditions contained in agreements any agreement relating to the sale or sale-leaseback of any Person that property permitted under this Agreement, (g) documents, agreements or constituent documents governing joint ventures, (h) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary or is merged as long as such agreement was not entered into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations)Subsidiary, (i) agreements permitted under subsection 8.10, (j) restrictions arising in connection with cash or other deposits permitted under Sections subsections 8.3 or and 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, deposits and (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, customary non-assignment provisions in each case, under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member 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 to which it is a party other than (a) (i) this Agreement, the other Loan Documents, the ABL Loan Documents and other the documentation governing the Asia Facility, (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such Indebtednesstype and in any event so long as such agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect of the Loans, the ABL Loans or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not more restrictive than the Loan Documents, the ABL Loan Documents or the documents governing the Indebtedness being refinanced, as applicable, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing in effect at the time any Junior IndebtednessSubsidiary becomes a Restricted Subsidiary of the Borrower, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as such prohibition or limitation applies only to such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the restrictions set forth therein are no more restrictive than Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the corresponding provisions in the Loan Documentsscope of any restriction contemplated by this Section 7.13 contained therein, (d) any customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions with respect are limited 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 property or assets of subject to such Restricted Subsidiaryleases, (esubleases, licenses or sublicenses, as the case may be,(e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of pending such Person after the date hereofsale, provided that such agreements exist at restrictions or conditions apply only to the time such Person becomes a Restricted Subsidiary or assets that is to be sold and such agreements are assumed sale is permitted hereunder and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leasesin the definitive documentation governing any Permitted Receivables Facility, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate only to the assets accounts receivable subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of Permitted Receivables Facility and/or to distributions from any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessReceivables Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of any Group Member (other than the Borrower or any Restricted Subsidiary Insurance Subsidiary) 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 to which it is a party other than (a) (i) this Agreement, the other Loan Documents, the ABL Loan Documents and other the Unsecured Notes Documents, (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such Indebtednesstype and in any event so long as such agreement is not materially more restrictive (taken as a whole) than the Loan Documents (as conclusively determined by the Borrower in good faith) and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect of the Loans, the ABL Loans, the Unsecured Notes or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not materially more restrictive (taken as a whole) than the Loan Documents, the ABL Loan Documents, the Unsecured Notes Documents or the documents governing the Indebtedness being refinanced, as applicable (as conclusively determined by the Borrower in good faith), (b) any agreements governing any purchase money Liens or Capital Finance Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing in effect at the time any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary of the Borrower, so long as such prohibition or is merged into or consolidated with the Borrower or any limitation applies only to such Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of (and, if applicable, its Subsidiaries) and such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the agreements being assumedscope of any restriction contemplated by this Section 7.13 contained therein, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (gd) customary restrictions on provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereby sublicenses, so long as such restrictions may relate are limited to the property or assets subject theretoto such leases, subleases, licenses or sublicenses, as the case may be, (he) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising imposed by applicable law and (ii) contractual encumbrances or restrictions in connection with cash or other deposits permitted under Sections 8.3 or 8.7 effect on the Closing Date and limited to such cash or depositlisted on Schedule 7.13, (jf) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (kh) customary restrictions and conditions contained in the document relating to any Lien other than relating to Indebtedness, so long as (i) such Lien is a Lien permitted by Section 7.3 and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by any Governmental Authority or arising this Section 7.13, (i) customary net worth provisions contained in real property leases entered into by reason the Group Members, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of applicable Lawthe Group Members to meet their ongoing obligations, rule, regulation or order or the terms of any license, authorization, concession or permit, and (lj) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of business, (k) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale, provided that such restrictions or conditions apply only to the Restricted Subsidiary or assets that is to be sold and such sale is permitted hereunder and (l) customary prohibitions, conditions and restrictions (as determined by the Borrower in good faith) contained in agreements and documents relating to any Qualified Securitization Transaction.

Negative Pledge Clauses. Enter The Initial Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on the assignment of leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (kd) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or agreement in effect at the terms of time any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (e) customary restrictions and conditions contained in agreements relating to the ordinary course sale of businessa Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending such sale (provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Effective Date and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 7.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or Non-Guarantor Subsidiaries and (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements.

Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of the Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on the assignment of leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (kd) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or agreement in effect at the terms of time any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (e) customary restrictions and conditions contained in agreements relating to the ordinary course sale of businessa Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder, (f) restrictions and conditions existing on the Closing Date and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 6.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or Non-Guarantor Subsidiaries and (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Parent, the Borrower or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement, Agreement and the other Loan Documents, the Senior Note Indenture, the Senior Subordinated Note Indenture and other agreements governing such any agreement related to any Permitted Refinancing Notes and Permitted Subordinated Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), (c) any agreement governing any Junior Indebtednesssoftware and other Intellectual Property licenses pursuant to which the Parent, Convertible Notesthe Borrower or such Restricted Subsidiary is the licensee or licensor of the relevant software or Intellectual Property, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than case may be, (in which case, any prohibition or limitation shall relate only to the corresponding provisions in assets subject of the Loan Documentsapplicable license), (d) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into Contractual Obligations incurred in connection with the Disposition ordinary course of all or substantially all business and on customary terms which limit Liens on the assets subject of the Capital Stock or assets of such Restricted Subsidiaryapplicable Contractual Obligation, (e) the foregoing shall not apply to restrictions and conditions contained in any agreements regarding Indebtedness of any Person that becomes a Restricted Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or is merged into or consolidated with limited shall only be effective against the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Non-Guarantor Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedits Subsidiaries), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)prohibitions and limitations in effect on the date hereof and listed on Schedule 7.12, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions provisions contained in Indebtedness incurred pursuant joint venture agreements and other similar agreements applicable to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement joint ventures entered into in the ordinary course of business, (kh) restrictions imposed by any Governmental Authority customary provisions restricting the subletting or arising by reason of applicable Law, rule, regulation or order or the terms assignment of any licenselease governing a leasehold interest, authorization, concession (i) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.4 or permit, 7.5 and (lj) restrictions on cash or other deposits or net worth imposed by customersany agreement in effect at the time any Person becomes a Subsidiary, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts so long as such agreement was not entered into in the ordinary course contemplation of businesssuch Person becoming a Subsidiary.

Negative Pledge Clauses. Enter The Parent Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Global Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, (b) Indebtedness of the Parent Borrower under notes, bonds, debentures or other similar instruments existing on the Closing Date, any Permitted Refinancing Indebtedness related thereto and other agreements governing such Indebtednessany Indebtedness otherwise permitted under Section 7.2(i), (bc) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) software and other intellectual property licenses pursuant to which any agreement governing any Junior IndebtednessGlobal Group Member is the licensee of the relevant software or intellectual property, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than case may be (in which case, any prohibition or limitation shall relate only to the corresponding provisions in the Loan Documents, (d) 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 assets or substantially all rights subject of the Capital Stock or assets of such Restricted Subsidiaryapplicable license and/or the license itself), (e) Contractual Obligations incurred in the foregoing shall not apply to restrictions ordinary course of business and conditions contained in agreements on customary terms which limit Liens on the assets subject of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary applicable Contractual Obligation or the agreements being assumedassignment of rights thereunder, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred prohibitions and limitations imposed by law or permitted to exist under Section 8.2(t)in effect on the date hereof and listed on Schedule 7.9, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions provisions contained in Indebtedness incurred pursuant joint venture agreements and other similar agreements applicable to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement joint ventures entered into in the ordinary course of business, (kh) restrictions imposed by any Governmental Authority customary provisions restricting the subletting or arising by reason of applicable Law, rule, regulation or order or the terms assignment of any licenselease governing a leasehold interest, authorization, concession (i) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.4 or permit, 7.5 and (lj) restrictions on cash or other deposits or net worth imposed by customersany agreement in effect at the time any Person becomes a Subsidiary, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts so long as such agreement was not entered into in the ordinary course contemplation of businesssuch Person becoming a Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such the Senior Note Indenture, the Mortgage Facility, the Credit Agreement Refinancing Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which caseAdditional Debt, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Additional Term Notes, the Incremental Equivalent Debt, Permitted Surviving IndebtednessSenior Unsecured Debt, a Replacement Facility Unrestricted Additional Term Notes or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentsdocuments evidencing Indebtedness incurred under Sections 7.2(e), (df), (g), (h), (q), (r), (s), (t), (u), (w), (z), (cc), (dd), (ii) or (jj) and any restrictions with Permitted Refinancing in respect to of any such Indebtedness and (b) agreements which (i) are binding on 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person Restricted Subsidiary first becomes a Restricted Subsidiary or Subsidiary, so long as such agreements are assumed and in each case are were not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedSubsidiary, (fii) any agreement of a Foreign Subsidiary governing Indebtedness are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted to be incurred or permitted to exist under Section 8.2(t)7.8 and applicable solely to such joint venture entered into in the ordinary course of business, (giii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (hiv) are customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict provisions restricting subletting or assignment of any lease governing a leasehold interest of the Liens securing the Obligations)Borrower or any Restricted Subsidiary, (iv) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (lvi) are restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibitsprohibits or limits (other than a dollar limit, limits or imposes any condition upon provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of the Borrower or any and/or its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, other than (ai) this Agreement, Agreement and the other Loan Documents, (ii) pursuant to applicable law, (iii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and other similar agreements governing entered into in the ordinary course of business (provided that such Indebtednessrestrictions are limited to the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (biv) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition consists of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements any agreement relating to the sale or sale leaseback of any Person that property permitted under this Agreement limited to the property subject thereto, (v) customary restrictions in documents, agreements or constituent documents governing joint ventures, (vi) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary (or is merged into applicable to assets or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist Equity Interests at the time of acquisition thereof) as long as such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedacquisition of such assets or Equity Interests, (fvii) any agreement restrictions and conditions contained in the documents governing Indebtedness of a Foreign Subsidiary governing Indebtedness that is permitted to be incurred or permitted pursuant to exist under Section 8.2(t)this Agreement, (gviii) customary restrictions on leases, subleases, licenses any document or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in instrument governing Indebtedness incurred pursuant to Section 8.2 (7.03(e), provided that any such restrictions do not restrict restriction contained therein relates only to the Liens securing the Obligations), asset or assets constructed or acquired in connection therewith and (iix) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 7.01 and 7.02 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessdeposits.

Negative Pledge Clauses. Enter The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower Company or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, other than (a) restrictions and conditions in this Agreement, the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise Indebtedness permitted hereby (in which caseby Section 6.18(i), any prohibition credit agreements, indentures or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in similar agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to exist under Section 8.2(tsecured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (ge) customary restrictions or conditions imposed by restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or and other deposits permitted under Sections 8.3 or 8.7 net worth provisions in leases and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement other agreements entered into in the ordinary course of business, (kf) restrictions imposed and conditions binding on a Subsidiary or its assets at the time such Subsidiary first becomes a Subsidiary or such assets were first acquired by such Subsidiary (other than a Subsidiary that was a Subsidiary on the Closing Date or assets owned by any Governmental Authority Subsidiary on the Closing Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) [reserved], (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising by reason of pursuant to the applicable Law, rule, regulation banking institution’s general terms and conditions) or order or the terms of any license, authorization, concession or permit, and (lj) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a Material Adverse Effect on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course ability of businessthe Company to satisfy its Obligations hereunder.

Negative Pledge Clauses. Enter Neither Holdings nor any Borrower will, nor will they permit any of the Restricted Subsidiaries to, enter into or suffer permit to exist any Contractual Obligation (other than this Agreement or become effective any agreement other Credit Document) that prohibits, limits or imposes any condition upon the ability of Holdings, the Borrower or any Restricted Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any Liens on property of its property or revenues, whether now owned or hereafter acquired other than (a) this Agreement, such Person for the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against benefit of the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) any restrictions Secured Parties with respect to a Restricted Subsidiary imposed pursuant to an agreement the Obligations or under the Credit Documents; provided 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, (e) the foregoing shall not apply to restrictions Contractual Obligations that (i)(x) exist on the Closing Date and conditions contained (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in agreements an agreement evidencing Indebtedness or other obligations, are set forth in any agreement evidencing any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness or obligation so long as such Permitted Refinancing Indebtedness does not expand the scope of any Person that such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or is merged of the Borrower, so long as such Contractual Obligations were not entered into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created solely in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower that is not a Guarantor to the extent such Indebtedness is permitted by Section 10.1, (iv) arise pursuant to agreements entered into with respect to any sale, transfer, lease or other disposition permitted by Section 10.4 and applicable solely to assets under such sale, transfer, lease or other disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 10.5 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.1, but solely to the extent any negative pledge relates to the property financed by or the agreements being assumedsubject of such Indebtedness, (fvii) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (hviii) customary comprise restrictions contained in imposed by any agreement relating to secured Indebtedness incurred permitted pursuant to Section 8.2 (provided 10.1 to the extent that such restrictions do not restrict apply only to the Liens property or assets securing the Obligations)such Indebtedness, (iix) restrictions arising in connection with cash are customary provisions restricting subletting or other deposits permitted under Sections 8.3 assignment of any lease governing a leasehold interest of the Borrower or 8.7 and limited to such cash or depositany Restricted Subsidiary, (jx) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (kxi) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) are restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of business, (xii) are imposed by Applicable Law; (xiii) exist under the Term Loan Credit Documents or any documentation governing any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness and (xiv) customary net worth provisions contained in real property leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligation.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure obligations under this Agreement or the other Loan Documents (to the extent that such limitation would have the effect of prohibiting Holdings, the Borrower or any of its Subsidiaries from granting a Lien on any of its assets to secure all obligations under this Agreement and the other Loan Documents in respect of a principal amount of Indebtedness that is not greater than the excess of (i) (x) the First Lien Term Cap on the Restatement Effective Date plus (y) the Revolving Commitment Cap minus (ii) the principal amount of First Lien Notes at any time and the principal amount of Indebtedness repaid under this Agreement from the proceeds of asset sales and casualty events) other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Finance Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder pursuant to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the maximum aggregate liabilities of Holdings, the Borrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) [Reserved], (e) pursuant to agreements governing Indebtedness assumed in connection with the acquisition of any 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 contemplation of such acquisition and such restrictions set forth therein apply only to such acquired Subsidiary and its Subsidiaries, (f) as contained in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more restrictive onerous in any material respect than the corresponding provisions those contained in the Loan Documents, (dg) 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, (e) the foregoing shall not apply to restrictions and conditions as contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with QPC Indenture as in effect on the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of Restatement Effective Date or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any other agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under of Holdings described in Section 8.2(t7.3(e), (gi) customary restrictions on leasesor (m) or Indebtedness of any Qualified Parent Company, subleasesin each case, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to are no more onerous in any material respect than those contained in any QPC Indenture as in effect on the assets subject theretoRestatement Effective Date, (h) customary restrictions contained provisions in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 leases and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement licenses entered into in the ordinary course of businessbusiness or as required in any franchise permit, (ki) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 solely to the extent that such restriction applies solely to the assets to be so Disposed and (j) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesswith a Permitted Securitization Financing.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibitsprohibits or limits (other than a dollar limit, limits or imposes any condition upon provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, the other Loan Documents, the Second Lien Loan Documents and other agreements the Senior Notes (and any agreement governing any Permitted Refinancing in respect of the Loans or the Senior Notes or any Second Lien Permitted Refinancing, so long as any such Indebtednessprohibition or limitation contained in such refinancing agreement is not materially less favorable to the Lenders that that which exists as of the Closing Date), (b) any agreements governing any purchase money Liens or Capital Lease Obligations secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any an agreement governing any Junior prohibiting only the creation of Liens securing Subordinated Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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 Subsidiaryapplicable law, (e) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and other similar agreements entered into in the foregoing shall not apply ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (f) any prohibition or limitation that consists of customary restrictions and conditions contained in agreements any agreement relating to the sale or sale-leaseback of any Person that property permitted under this Agreement, (g) documents, agreements or constituent documents governing joint ventures, (h) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary or is merged as long as such agreement was not entered into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations)Subsidiary, (i) agreements permitted under subsection 8.10, (j) restrictions arising in connection with cash or other deposits permitted under Sections subsections 8.3 or and 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, deposits and (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, customary non-assignment provisions in each case, under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Holdings, a Borrower or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement, Agreement and the other Loan Documents, any agreement related to the ABL Facility and other agreements governing such IndebtednessJunior Indebtedness or any agreement related to any Permitted Amendment or Refinancing of any of the foregoing, (b) any agreements governing any purchase money Liens or Capital Lease Obligations secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtednesssoftware and other Intellectual Property licenses pursuant to which Holdings, a Replacement Facility Borrower or a Permitted Foreign Receivables Facility permitted hereunder so long such Restricted Subsidiary is the licensee or licensor of the relevant software or Intellectual Property, as the restrictions set forth therein are no more restrictive than case may be, (in which case, any prohibition or limitation shall relate only to the corresponding provisions in assets subject of the Loan Documentsapplicable license), (d) any Contractual Obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation or impose restrictions on cash or other deposits 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 Subsidiarythereto, (e) the foregoing shall not apply to restrictions and conditions contained in any agreements regarding Indebtedness of any Person that becomes a Restricted Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or is merged into or consolidated with limitation shall only be effective against the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Non-Guarantor Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedany other Non-Guarantor Subsidiary), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)prohibitions and limitations in effect on the date hereof and listed on Schedule 7.12, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions provisions contained in Indebtedness incurred pursuant joint venture agreements and other similar agreements applicable to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement joint ventures entered into in the ordinary course of business, (h) customary provisions restricting the subletting or assignment of any lease or sublease governing a leasehold interest, (i) customary restrictions and conditions contained in any agreement relating to a Disposition permitted by Section 7.4 or 7.5, (j) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and (k) any restrictions on Liens imposed by any Governmental Authority amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or arising by reason refinancings of applicable Lawthe contracts, rule, regulation instruments or order or the terms of any license, authorization, concession or permit, obligations referred to in clauses (f) and (lj) restrictions on cash above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companiesrefinancings are, in each casethe good faith judgment of the Borrowers, under contracts entered into in the ordinary course of businessno more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 acquired, to secure the Obligations other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of or grant of a security interest in any agreement entered into in the ordinary course of business, (kd) restrictions imposed 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, (e) any agreement or instrument of a Person, or relating to Indebtedness (including any Guarantee Obligations in respect thereof) or Capital Stock of a Person, which Person is acquired by any Governmental Authority Borrower or arising by reason any Borrower’s Subsidiaries after the Closing Date (except to the extent that such agreement or instrument was incurred to finance, or otherwise in connection with or in contemplation of, such acquisition); provided that any such agreement or instrument and the prohibitions, limitations and impositions set forth therein shall be applicable only to the relevant Person so acquired and its assets and shall not be applicable to any other Person or any other assets, (f) any agreement or instrument (a “Refinancing Agreement”) effecting a Permitted Refinancing of applicable LawIndebtedness incurred or outstanding pursuant or relating to, ruleor that otherwise extends, regulation renews, refunds, refinances or order replaces, any agreement or instrument referred to in Sections 8.14(a), 8.14(e), this Section 8.14(f) or Section 8.14(i) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement (a “Refinancing Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Refinancing Amendment taken as a whole are not less favorable to the Lenders than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Refinancing Amendment relates, (g) (i) any agreement, permit, license or instrument that restricts in a customary manner the assignment or transfer thereof, or the terms subletting, assignment or transfer of any licenseproperty, authorization, concession right or permit, and asset subject thereto or (lii) restrictions on cash any agreement with customers or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessbusiness that impose restrictions with respect to cash or other deposits, (h) restrictions by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over Holdings or any of its Subsidiaries or any of their businesses and (i) agreements described on Schedule 8.14 (provided that any prohibition or limitation shall only be effective against the assets constituting collateral for such agreements as of the Closing Date).

Negative Pledge Clauses. Enter into or suffer permit to exist or become effective any agreement that prohibitsprohibits or limits (other than a dollar limit, limits or imposes any condition upon provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the obligations under the Loan Documents in full) the ability of the Borrower Company or any Restricted Domestic Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or any other secured obligation permitted by Section 7.3(c), (d), (g), (t), (w) or (y) (in which case, any prohibition or limitation shall only be effective against (x) in the case of purchase money Liens or Capital Lease Obligations, the assets financed thereby and proceeds thereof and (y) in the case of other secured obligations, the specific assets subject to the Lien securing such obligation), (c) (i) any Unsecured Note Indenture or any agreements governing Indebtedness permitted by Section 7.2(m) and any Guarantee Obligations with respect thereto or any Permitted Refinancing Indebtedness in respect thereof (provided that the prohibition or limitation contained in any agreement referred to in this clause (c)(i) is no less favorable than that which exists in this Agreement) and (ii) any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date), (d) customary provisions in joint venture agreements and similar agreements and any agreement with respect to Indebtedness primarily incurred to finance the acquisition of an interest in a joint venture that restrict the transfer or encumbrance of assets of, or equity interests in, the applicable joint ventures, (e) customary provisions in any agreements governing any Receivable Financing Transaction (in which case, any prohibition or limitation shall only be effective against the assets financed therebyconveyed thereunder), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement governing letters of a Foreign Subsidiary governing Indebtedness permitted to be incurred credit issued in accordance with Section 7.2(i) or permitted to exist under Section 8.2(t)any Specified Swap Agreement or Specified Cash Management Agreement containing provisions not more restrictive that the provisions of this Agreement, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to sublicenses by the assets Company and its Subsidiaries of intellectual property in the ordinary course of business (in which case, any prohibition or limitation shall only be effective against the intellectual property subject thereto, ) and (h) customary restrictions contained in any agreements governing Indebtedness incurred pursuant to Section 8.2 (provided that of a joint venture which prohibit the pledge of the assets of, or equity interests in, such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessjoint venture.

Negative Pledge Clauses. Enter into or suffer permit to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon (other than a dollar limit; provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the obligations under the Loan Documents in full) the ability of the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or any other secured obligation permitted by Section 7.2(c), (d), (g), (t), or (v) (in which case, any prohibition or limitation shall only be effective against (x) in the case of purchase money Liens or Capital Lease Obligations, the assets financed thereby and proceeds thereof and (y) in the case of other secured obligations, the specific assets subject to the Lien securing such obligation), (c) (i) any agreements governing Indebtedness permitted by Section 7.1(k) and any Guarantee Obligations with respect thereto or any Permitted Refinancing Indebtedness in respect thereof (provided that such prohibitions or limitations contained in any agreement referred to in this clause (c)(i) are not materially more restrictive, when taken as a whole, than Section 7.2 hereof) and (ii) any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that such prohibitions or limitations contained therein are not materially more restrictive, when taken as whole, than those (if any) in the agreement governing such Indebtedness as of the Closing Date), (d) customary provisions in joint venture agreements and similar agreements and any agreement with respect to Indebtedness primarily incurred to finance the acquisition of an interest in a joint venture that restrict the transfer or encumbrance of assets of, or equity interests in, the applicable joint ventures, (e) any agreement governing letters of credit issued in accordance with Section 7.1(h) or Bank Products, or Hedging Transactions, in any such case, containing provisions not more restrictive that the provisions of this Agreement, (f) licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(tIntellectual Property subject thereto), (g) customary restrictions on leases, subleases, licenses or asset sale in any agreements otherwise permitted hereby so long as such restrictions may relate to governing Indebtedness of a joint venture which prohibit the pledge of the assets subject theretoof, or equity interests in, such joint venture, (h) customary restrictions and conditions contained in Indebtedness incurred pursuant any agreement relating to the Disposition of any property permitted under or not prohibited by Section 8.2 (provided that 7.4 pending the consummation of such restrictions do not restrict the Liens securing the Obligations), Disposition and (i) restrictions arising that exist in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement in effect at the time a Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and such restriction applies only to the ordinary course assets of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesssuch Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, effectively limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations or Mortgage Secured Financings otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding on pledging joint venture interests included in customary provisions in the Loan Documentsjoint venture agreements or arrangements and other agreements and other similar agreements applicable to joint ventures, (d) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into customary provisions in connection with leases or licenses or other contracts and agreements restricting the Disposition of all assignment, subletting or substantially all of the Capital Stock or assets of such Restricted Subsidiarysublicensing thereof, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower imposed by applicable law or any Restricted Subsidiary Governmental Authority or Government-Sponsored Enterprise (including pursuant to regulatory restrictions (including, for the avoidance of doubt, “financial requirements” imposed pursuant to PMIERs and similar restrictions imposed by any Government-Sponsored Enterprise and agreements assumed from with any Person in connection with the acquisition of assets by the Borrower Governmental Authority or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedGovernment-Sponsored Enterprise)), (f) any agreement negative pledge incurred or provided in favor of a Foreign Subsidiary governing any holder of Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t6.2(c), (g) customary restrictions on leasese), subleases(f), licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate solely to the assets extent any such negative pledge relates to the property financed by or subject thereto, (h) customary restrictions contained in to Liens securing such Indebtedness incurred permitted pursuant to Section 8.2 (provided that such restrictions do not restrict the 6.3 and Indebtedness secured by Liens securing the Obligationspermitted under Section 6.3(o), solely to the extent any such negative pledge relates to property securing such Indebtedness at the time the Person obligated on such Indebtedness becomes a Subsidiary and such negative pledge was not incurred in contemplation thereof and (ig) restrictions arising any contractual restriction of a Subsidiary, or applicable to the Capital Stock of a Subsidiary, existing on the date such Subsidiary is acquired (so long as, in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment respect of any agreement entered into such contractual prohibition, such prohibition is not incurred in the ordinary course contemplation of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesssuch acquisition).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incurbecome subject to, assume or otherwise incur, or suffer to exist exist, any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is or may become a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which casehereby, any if the prohibition or limitation shall therein is only be effective against the assets financed thereby), (c) agreements for the benefit of the holders of Liens described in Sections 8.3(k) or 8.3(l) and applicable solely to the property subject to such Lien, (d) agreements related to any Permitted Securitization, (e) covenants in documents creating Liens permitted by Section 8.3(k) prohibiting further Liens on the properties encumbered thereby; (f) any other agreement governing that does not restrict in any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility manner (directly or a Permitted Foreign Receivables Facility indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations or securing any Credit Agreement Refinancing Indebtedness and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (g) covenants in any Indebtedness permitted hereunder so long as pursuant to Section 8.2 to the extent such restrictions set forth therein or conditions are no more restrictive than the corresponding provisions restrictions and conditions in the Loan DocumentsDocuments or, in the case of subordinated Indebtedness, are market terms at the time of issuance or, in the case of Indebtedness of any Foreign Subsidiary, are imposed solely on Foreign Subsidiaries; (h) any prohibition or limitation that (1) exists pursuant to applicable law, (d2) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition consists of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements any agreement relating to the sale of any Person that becomes property permitted under Section 8.5 pending the consummation of such sale solely with respect to such property being Disposed of, (3) restricts subletting or assignment of any lease governing a Restricted Subsidiary or is merged into or consolidated with leasehold interest of the Borrower or a Restricted Subsidiary, (4) exists in any Restricted Subsidiary or agreements assumed from any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person Restricted Subsidiary becomes a Restricted Subsidiary or of the Borrower, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person person becoming a Restricted Subsidiary Subsidiary, (5) is imposed by any amendments or refinancings that are otherwise permitted by the agreements being assumedLoan Documents of the contracts, instruments or obligations referred to in clauses (b), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leasesor (h)(4), subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations)amendments and refinancings are, taken as a whole, no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and (i) restrictions arising customary provisions in connection with cash or joint venture agreements and other deposits permitted under Sections 8.3 or 8.7 similar agreements applicable to joint ventures and limited applicable solely to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts joint venture entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure obligations under this Agreement or the other Loan Documents (to the extent that such limitation would have the effect of prohibiting Holdings, the Borrower or any of its Subsidiaries from granting a Lien on any of its assets to secure all obligations under this Agreement and the other Loan Documents in respect of a principal amount of Indebtedness that is not greater than the excess of (i) (x) the First Lien Term Cap on the Restatement Effective Date plus (y) the Revolving Commitment Cap minus (ii) the principal amount of First Lien Notes at any time and the principal amount of Indebtedness repaid under this Agreement from the proceeds of asset sales and casualty events) other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder pursuant to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the maximum aggregate liabilities of Holdings, the Borrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) [Reserved], (e) pursuant to agreements governing Indebtedness assumed in connection with the acquisition of any 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 contemplation of such acquisition and such restrictions set forth therein apply only to such acquired Subsidiary and its Subsidiaries, (f) as contained in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more restrictive onerous in any material respect than the corresponding provisions those contained in the Loan Documents, (dg) 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, (e) the foregoing shall not apply to restrictions and conditions as contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with QPC Indenture as in effect on the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of Restatement Effective Date or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any other agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under of Holdings described in Section 8.2(t7.3(e), (gi) customary restrictions on leasesor (m) or Indebtedness of any Qualified Parent Company, subleasesin each case, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to are no more onerous in any material respect than those contained in any QPC Indenture as in effect on the assets subject theretoRestatement Effective Date, (h) customary restrictions contained provisions in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 leases and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement licenses entered into in the ordinary course of business, (k) restrictions imposed by business or as required in any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, franchise permit and (li) customary restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, an agreement to Dispose of assets in a transaction permitted under contracts entered into in Section 7.5 solely to the ordinary course of businessextent that such restriction applies solely to the assets to be so Disposed.

Negative Pledge Clauses. Enter Borrower will not, and will not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesthe Collateral, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) any Permitted Debt or any permitted Junior Lien Indebtedness (so long as any prohibition or restriction in any documentation governing any Permitted Debt or any permitted Junior Lien Indebtedness is not more restrictive in any material respect than this Agreement), including this Agreement (and any documentation governing any Permitted Refinancing Indebtedness in respect of the other Loan Documentsforegoing (and any successive Permitted Refinancing Indebtedness in respect thereof), and other agreements governing so long as any such Indebtednessprohibition or restriction in such documentation is not more restrictive in any material respect than the documentation in respect of the Indebtedness being refinanced), (b) the Local Collateral Agency Agreements, (c) customary prohibitions and restrictions contained in any agreements governing any purchase money Liens debt incurred pursuant to Section 6.02(h); provided that any such prohibitions and restrictions only apply to the assets financed thereby or Capital Lease Obligations otherwise permitted hereby the property subject to such lease or arrangement or any interests or agreements related thereto, (d) any such prohibition or limitation in which caseany co-branding agreement or partnering agreement; provided that (i) prior to entering into any new such agreement or arrangement, Borrower shall use commercially reasonable efforts to have any such agreement not include any such prohibition or limitation and (ii) any such prohibition or limitation shall apply only with respect to the applicable agreement and the proceeds thereof, (e) in respect of any contract arising in the ordinary course relating to the cargo business of the Borrower and its Subsidiaries, any prohibition or limitation shall only be effective against the assets financed thereby), (c) in any agreement governing such contract and any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility amendments or a Permitted Foreign Receivables Facility permitted hereunder modifications thereto so long as such amendment or modification does not expand the restrictions set forth therein are no more restrictive than the corresponding provisions scope of any such prohibition or limitation in the Loan Documents, any material respect; provided that (dx) any restrictions such prohibition or limitation applies only with respect to a Restricted Subsidiary imposed pursuant to an the applicable agreement that has been entered into and the proceeds thereof and (y) in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements respect of any Person such receivables that becomes a Restricted Subsidiary would otherwise constitute Collateral, Borrower shall use commercially reasonable efforts to have any such contract not include any such prohibition or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedlimitation, (f) any agreement in effect at the time any Person becomes a Subsidiary of Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)of Borrower, (g) customary restrictions on leases, subleases, licenses or asset sale prohibitions and limitations contained in agreements otherwise permitted hereby so long as such restrictions may relate relating to the sale of a Subsidiary (or the assets subject theretoof Borrower or a Subsidiary) pending such sale; provided that such prohibitions and limitations apply only to the Subsidiary that is to be sold (or the assets to be sold) and such sale is permitted (or not restricted) hereunder, (h) customary restrictions contained in prohibitions and limitations under agreements evidencing or governing or otherwise relating to Indebtedness incurred pursuant to Section 8.2 (not restricted hereby of Subsidiaries that are not Loan Parties; provided that such restrictions do not restrict the Liens securing the Obligations)prohibitions and limitations are only with respect to assets of such Subsidiaries, (i) restrictions arising in connection with cash any prohibition or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions limitation imposed by any Governmental Authority or arising by reason of applicable Law, rulelaw, regulation or order order, or the terms of any license, authorization, concession or permit, permit issued or granted by a Governmental Authority and (lj) restrictions on cash any customary prohibitions or other deposits limitations arising or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into agreed to in the ordinary course of business, arising under leases, licenses or other similar contractual arrangements and not relating to any Indebtedness, and that do not (i) restrict assets other than those subject to such leases, licenses or other arrangements or (ii) taken as a whole, materially diminish the value of the Collateral, in each case, as determined by Borrower in good faith.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on the assignment of leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (kd) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the Company; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company, (e) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Company (or the assets of a Restricted Subsidiary of the Company) pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary of the Company that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date identified on Schedule 6.11 and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Restricted Subsidiaries that are not Guarantors permitted under Section 6.1; provided that such Indebtedness is only with respect to the assets of Subsidiaries that are not Guarantors, (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (i) restrictions and conditions imposed by any Governmental Authority or arising by reason law, (j) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.1 and 6.2 that limit the right of applicable Lawthe debtor to dispose of the assets securing such Indebtedness, rule, regulation or order or the terms of any license, authorization, concession or permit, and (lk) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of business, (l) other Indebtedness of Restricted Subsidiaries permitted to be incurred after the Closing Date pursuant to Section 6.1 so long as not more restrictive than this Agreement, (m) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which a Loan Party or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Loan Party or such Restricted Subsidiaries that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Loan Party or such Restricted Subsidiaries or the assets or property of any other Restricted Subsidiary, and (n) any encumbrances or restrictions on a Restricted Subsidiary’s ability to sell, lease or transfer any of its properties or assets imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (d) and (j) through (m).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired other than (a) this Agreement, the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Finance Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) the Senior Notes Documents and any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan DocumentsRefinancing thereof, (d) 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 SubsidiarySubsidiary or any restrictions with respect to the Borrower or a Subsidiary imposed with respect to Receivables and/or Permitted Receivables Facility Assets pursuant to an agreement that has been entered into in connection with a Permitted Receivables Facility, (e) customary provisions in leases, licenses and other contracts restricting the foregoing shall assignment thereof, (f) any other agreement that does not apply restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements any agreement relating to any transaction permitted under Section 8.4 or the sale of any Person that becomes property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a Restricted Subsidiary or is merged into or consolidated with the Borrower or leasehold interest of any Restricted Subsidiary or agreements assumed from Group Member, (iv) exists in any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person Subsidiary becomes a Restricted Subsidiary or of the Borrower, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedProperties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (c), (d), (e), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (gg)(iv) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (g)(v); provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection amendments and refinancings are no more materially restrictive with cash or other deposits permitted under Sections 8.3 or 8.7 and limited respect to such cash prohibitions and limitations than those in effect prior to such amendment or depositrefinancing (as determined in good faith and, (j) customary provisions restricting assignment if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessBorrower).

Negative Pledge Clauses. Enter into or suffer permit to exist or become effective any agreement that prohibitsprohibits or limits (other than a dollar limit, limits or imposes any condition upon provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the obligations under the Loan Documents in full) the ability of the Borrower or any Restricted Subsidiary 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 acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or any other secured obligation (other than Indebtedness for borrowed money) permitted by Section 7.3(c), (d), (t), (w) or (y) (in which case, any prohibition or limitation shall only be effective against (x) in the case of purchase money Liens or Capital Lease Obligations, the assets financed thereby and proceeds thereof and (y) in the case of other secured obligations, the specific assets subject to the Lien securing such obligation), (c) the Second Lien Term Loan Documents and any agreement governing Permitted Second Lien Indebtedness (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the Second Lien Term Loan Documents) , any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date), (d) customary provisions in joint venture agreements and similar agreements that restrict the transfer of assets of, or equity interests in, joint ventures, (e) customary provisions in any agreements governing any Receivable Financing Transaction (in which case, any prohibition or limitation shall only be effective against the assets financed therebyconveyed thereunder), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement governing Specified Letters of a Foreign Subsidiary governing Indebtedness permitted to be incurred Credit or permitted to exist under Section 8.2(t), any Specified Swap Agreement containing provisions not more restrictive that the provisions of this Agreement and (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to sublicenses by the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 Borrower and limited to such cash or deposit, (j) customary provisions restricting assignment its Subsidiaries of any agreement entered into intellectual property in the ordinary course of business, business (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each which case, under contracts entered into in any prohibition or limitation shall only be effective against the ordinary course of businessintellectual property subject thereto).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibitsprohibits or limits (other than a dollar limit, limits or imposes any condition upon provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan DocumentsDocuments (and any agreement governing any Permitted Refinancing in respect of the Term Loans, and other agreements governing so long as any such Indebtednessprohibition or limitation contained in such refinancing agreement is not materially less favorable to the Lenders that that which exists as of the Effective Date), (b) any agreements governing any purchase money Liens or Capital Lease Obligations secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any an agreement governing any Junior prohibiting only the creation of Liens securing Subordinated Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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 Subsidiaryapplicable law, (e) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and other similar agreements entered into in the foregoing shall not apply ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (f) any prohibition or limitation that consists of customary restrictions and conditions contained in agreements any agreement relating to the sale or sale-leaseback of any Person that becomes a Restricted Subsidiary property permitted under this Agreement, (g) documents, agreements or is merged into or consolidated with the Borrower or constituent documents governing joint ventures, (h) any Restricted Subsidiary or agreements assumed from any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person a Subsidiary becomes a Restricted Subsidiary or as long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations)Subsidiary, (i) agreements permitted under subsection 8.10, (j) restrictions arising in connection with cash or other deposits permitted under Sections subsections 8.3 or and 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, deposits and (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, customary non-assignment provisions in each case, under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, securing Indebtedness and other obligations and the Loan Documents (regardless of the amount thereof), other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) customary restrictions applicable to any agreements governing Receivables entity in connection with any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)Qualified Receivables Transaction, (c) restrictions contained in the documents governing Indebtedness of any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder Subsidiary so long as the such restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentsapply only to assets of such Foreign Subsidiary and its Subsidiaries, (d) any restrictions with respect to a Restricted Subsidiary and conditions 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 Subsidiaryby law, (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the Disposition of any Person that becomes a Restricted Subsidiary, property or assets pending such Disposition, provided such restrictions and conditions apply only to such Subsidiary, property or assets, (f) restrictions and conditions contained in documentation relating to a Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person acquired in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereofa Permitted Acquisition, provided that such agreements exist restriction or condition (i) existed at the time such Person becomes became a Restricted Subsidiary or such agreements are assumed and in each case are was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, and (fii) any agreement of a Foreign Subsidiary governing Indebtedness permitted applies only to be incurred or permitted to exist under Section 8.2(t)such Subsidiary, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise and conditions contained in any agreement relating to Indebtedness secured by Liens permitted hereby so long as under this Agreement if such restrictions may relate and conditions apply only to the property or assets subject thereto, to such Liens and (h) customary restrictions contained provisions in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict leases, licenses and other contracts restricting or conditioning the Liens securing the Obligations)assignment or encumbrance thereof, (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 including, without limitation, licenses and limited to such cash or depositsublicenses of patents, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of businesstrademarks, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, copyrights and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesssimilar intellectually property rights.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Covenant Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents or any other Indebtedness permitted hereunder, so long as the prohibitions or limitations contained in such other Indebtedness on the ability of any Covenant Party to so secure its obligations under the Loan Documents are not materially more restrictive, when taken as a whole, than those contained in the Senior Subordinated Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Indebtedness secured by Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebysubject to such Lien), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, agreements which (i) are binding on a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person Subsidiary first becomes a Restricted Subsidiary or Subsidiary, so long as such agreements are assumed and in each case are were not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedSubsidiary, (fii) any agreement of a Foreign Subsidiary governing Indebtedness are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted to be incurred or permitted to exist under Section 8.2(t)7.8 and applicable solely to such joint venture and entered into in the ordinary course of business, (giii) are customary restrictions on in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (hiv) are customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict provisions restricting subletting or assignment of any lease governing a leasehold interest of the Liens securing the Obligations)Borrower or any Subsidiary, (iv) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (lvi) are restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of businessbusiness and (d) any prohibition or limitation that exists pursuant to applicable Requirements of Law.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any agreement lease governing a leasehold interest of the Borrower or any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions of its Subsidiaries entered into in the Loan Documentsordinary course of business, (d) agreements containing customary provisions restricting assignment of any restrictions contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with for the Disposition sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) so long as such sale or disposition of all or substantially all of the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary Capital Stock or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness is permitted to be incurred or permitted to exist under Section 8.2(t)this Agreement, (g) customary agreements containing restrictions on leases, subleases, licenses or the transfer of any asset pending the close of the sale agreements otherwise permitted hereby of such asset so long as such restrictions may relate to the assets subject thereto, sale is permitted under this Agreement and (h) customary agreements containing restrictions contained in Indebtedness incurred pursuant with respect to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising Foreign Subsidiaries in connection with cash or other deposits permitted financing arrangements for their benefit that are not otherwise prohibited under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessthis Agreement.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or 107 hereafter acquired other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) the Senior Notes Documents and any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan DocumentsRefinancing thereof, (d) 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, (e) customary provisions in leases, licenses and other contracts restricting the foregoing shall assignment thereof, (f) any other agreement that does not apply restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements any agreement relating to any transaction permitted under Section 8.4 or the sale of any Person that becomes property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a Restricted Subsidiary or is merged into or consolidated with the Borrower or leasehold interest of any Restricted Subsidiary or agreements assumed from Group Member, (iv) exists in any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person Subsidiary becomes a Restricted Subsidiary or of the Borrower, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedProperties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (c), (d), (e), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (gg)(iv) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (g)(v); provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection amendments and refinancings are no more materially restrictive with cash or other deposits permitted under Sections 8.3 or 8.7 and limited respect to such cash prohibitions and limitations than those in effect prior to such amendment or depositrefinancing (as determined in good faith and, (j) customary provisions restricting assignment if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessBorrower).

Negative Pledge Clauses. (a) Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower Holdings or any Restricted Subsidiary to create, incur, assume or suffer to exist incur any Lien upon any of its property or revenuesthe Collateral, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to the extent required thereby to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtednessthe Second Lien Loan Documents, any document related to any Permitted Incremental Equivalent Debt, any document related to any Second Lien Permitted Incremental Equivalent Debt, any First Lien Term Loan Document or any document related to a Permitted Refinancing of any of the foregoing, (b) any agreements evidencing or governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtednesscustomary restrictions on the assignment of leases, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions licenses and contracts entered into in the Loan Documentsordinary course of business, (d) any restrictions agreement (including with respect to Indebtedness) in effect at the time any Person becomes a Restricted Subsidiary imposed pursuant to an of the Borrower; provided, that such agreement that has been was not entered into in connection with the Disposition contemplation of all or substantially all such Person becoming a Restricted Subsidiary of the Capital Stock or assets of such Restricted SubsidiaryBorrower, (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with of the Borrower (or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition assets of assets by the Borrower or any a Restricted Subsidiary of the Borrower) pending such Person after sale; provided, such restrictions and conditions apply only to the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary of the Borrower that is to be sold (or whose assets are to be sold) and such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedsale is permitted hereunder, (f) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of any agreement of a Restricted Subsidiaries that are Foreign Subsidiary governing Indebtedness Subsidiaries or Non Guarantor Subsidiaries permitted to be incurred or permitted to exist under Section 8.2(t)8.01; provided that such Indebtedness is only with respect to the assets of any Restricted Subsidiaries that are Foreign Subsidiaries or Non Guarantor Subsidiaries, (g) customary restrictions on leasesprovisions in joint venture agreements, subleaseslimited liability company operating agreements, licenses or asset sale partnership agreements, stockholders agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject theretoand other similar agreements, (h) customary restrictions contained on cash or other deposits or net worth imposed by customers under contracts entered into in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing ordinary course of the Obligations)business of the Borrower and its Restricted Subsidiaries, (i) customary restrictions arising and conditions contained in connection with cash agreements relating to the Disposition of property or other deposits assets or Capital Stock permitted under Sections 8.3 hereunder by a Loan Party or 8.7 a Restricted Subsidiary of a Loan Party pending such Disposition, provided such restrictions and limited conditions apply only to the property or assets of the Loan Party or the Restricted Subsidiary of a Loan Party that are to be Disposed and such cash or depositDisposition is permitted hereunder, (j) customary provisions restricting assignment of any agreement restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (k) Indebtedness permitted under Sections 8.01(w) and (aa), (l) any negative pledge incurred or provided in favor of any holder of any secured Indebtedness permitted hereunder, (m) customary anti assignment provisions in licenses and other contracts restricting the sublicensing or assignment thereof or in contracts for the Disposition of any assets or any Subsidiary of a Loan Party, provided that the restrictions in any such contract shall apply only to the assets or Subsidiary of a Loan Party that is to be Disposed of, (n) provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease, (o) any encumbrance or restriction contained in any agreement of a Person acquired in an Investment permitted hereunder, which encumbrance or restriction was in existence at the time of such Investment (but not created in contemplation thereof) and 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 and assets of the Person so acquired, (p) pursuant to Contractual Obligations that (y) exist on the Closing Date and (z) to the extent Contractual Obligations permitted by clause (z) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any Permitted Refinancing thereof so long as such Permitted Refinancing does not expand the scope of such Contractual Obligation, (q) pursuant to Indebtedness of any Restricted Subsidiary of Holdings that is not a Loan Party that is permitted by Section 8.01, (r) restrictions in connection with cash or other deposits permitted under Section 8.02, and (s) restrictions imposed by any Governmental Authority or arising by reason of applicable Lawagreement governing Indebtedness entered into after the Closing Date and permitted under Section 8.01 that are, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companiestaken as a whole, in each casethe good faith judgment of the Borrower, under contracts entered into no more restrictive with respect to the Borrower or any other Loan Party than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the ordinary course of businessrestrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) the Senior Notes Documents and any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan DocumentsRefinancing thereof, (d) 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, (e) customary provisions in leases, licenses and other contracts restricting the foregoing shall assignment thereof, (f) any other agreement that does not apply restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements any agreement 109 relating to any transaction permitted under Section 8.4 or the sale of any Person that becomes property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a Restricted Subsidiary or is merged into or consolidated with the Borrower or leasehold interest of any Restricted Subsidiary or agreements assumed from Group Member, (iv) exists in any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person Subsidiary becomes a Restricted Subsidiary or of the Borrower, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedProperties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (c), (d), (e), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (gg)(iv) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (g)(v); provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection amendments and refinancings are no more materially restrictive with cash or other deposits permitted under Sections 8.3 or 8.7 and limited respect to such cash prohibitions and limitations than those in effect prior to such amendment or depositrefinancing (as determined in good faith and, (j) customary provisions restricting assignment if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessBorrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) (i) this Agreement, the other Loan Documents and the Second Lien Loan Documents, (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2(v), so long as any such agreement is not more restrictive than the Loan Documents and other agreements (iii) any agreement governing any Permitted Refinancing in respect of the Loans, the loans under the Second Lien Credit Agreement or Indebtedness incurred pursuant to Section 7.2(v), in each case, with respect to this clause (iii), so long as any such agreement is not more restrictive than the Loan Documents, the Second Lien Loan Documents and such Indebtedness, as applicable, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing in effect at the time any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged of the Borrower, so long as such agreement was not entered into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the agreements being assumed, scope of any restriction contemplated by this Section 7.13 contained therein or (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (gd) customary restrictions on provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereby sublicenses, so long as such restrictions may relate are limited to the property or assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash leases, subleases, licenses or depositsublicenses, (j) customary provisions restricting assignment of any agreement entered into in as the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesscase may be.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness(b) the Second Lien Loan Documents, (bc) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into Contractual Obligations incurred in connection with the Disposition ordinary course of all or substantially all business and on customary terms which limit Liens on the assets subject of the Capital Stock or assets of such Restricted Subsidiaryapplicable Contractual Obligation, (e) the foregoing shall not apply to restrictions and conditions contained in any agreements regarding Indebtedness of any Person that becomes a Restricted Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or is merged into or consolidated with limitation shall only be effective against the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Non-Guarantor Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedits Subsidiaries), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)prohibitions and limitations in effect on the date hereof and listed on Schedule 7.11, (g) customary restrictions on leases, subleases, licenses provisions restricting the subletting or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject theretoassignment of any lease governing a leasehold interest, (h) customary restrictions and conditions contained in Indebtedness incurred pursuant any agreement relating to an asset sale permitted by Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations)7.4 or 7.5, (i) restrictions arising any agreement in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to effect at the time any Person becomes a Subsidiary, so long as such cash or depositagreement was not entered into in contemplation of such Person becoming a Subsidiary, (j) customary provisions restricting assignment of any agreement in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.7 and applicable solely to such joint venture and entered into in the ordinary course of business, business and (k) restrictions imposed by any Governmental Authority prohibition or arising by reason limitation that exists pursuant to any applicable Requirement of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary other 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 other than (a) this Agreement, the other Loan Documents, the Senior Notes Indenture, Incremental Equivalent Term Debt, a Refinancing Facility and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Indebtedness or Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder Bond Indebtedness so long as (x) the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents or (y) if such encumbrances and restrictions are customary for similar financings in light of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the Security Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)7.2, (gf) customary restrictions on and conditions contained in leases, subleases, licenses licenses, sublicenses, cross license, pooling and similar agreements or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (hg) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 7.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (ih) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 7.3 or 8.7 7.7 and limited to such cash or deposit, (ji) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (kj) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, (k) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture or the Capital Stock of such joint venture or in organizational documents of entities in which Borrower or any Restricted Subsidiary owns a minority interest applicable to such entity and the Capital Stock of such entity, (l) customary provisions in software and other Intellectual Property licenses entered into in the ordinary course of business pursuant to which such Loan Party is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject to the applicable license), and (lm) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessbusiness and not prohibited hereunder and limited to such cash or other deposit.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtednesscustomary restrictions on the assignment of leases, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentslicenses and other agreements, (d) any restrictions agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Restricted Subsidiary imposed pursuant to an Lien upon Excluded Assets, and (ii) such agreement that has been was not entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created solely in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedor, (f) in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)the foregoing, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the assets subject theretoscope of any restriction or condition contained therein, and (he) customary restrictions contained in Indebtedness incurred any restriction pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligationsany document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or depositm), (jn) customary provisions restricting assignment of and (p) or any agreement entered into in or option to Dispose any asset of the ordinary course Borrowers or any of businesstheir Subsidiaries, (k) restrictions imposed the Disposition of which is permitted by any Governmental Authority or arising by reason other provision of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and this Agreement (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in provided that any such restriction relates only to the ordinary course of businessassets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter (a) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (ai) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (bii) any agreements evidencing or governing (A) any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or (B) any other Indebtedness and/or other obligations secured by a Lien permitted by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens permitted by this Agreement), (ciii) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business, (iv) any agreement governing in effect at the time any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) any restrictions with respect to Person becomes a Restricted Subsidiary imposed pursuant to an Subsidiary; provided that such agreement that has been was not entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets contemplation of such Person becoming a Restricted Subsidiary, (ev) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is merged into to be sold (or consolidated whose assets are to be sold) and such sale is permitted hereunder), (vi) restrictions and conditions existing on the Closing Date and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (vii) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 6.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or Non-Guarantor Subsidiaries, (viii) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (ix) customary restrictions and conditions contained in agreements relating to Sale Leaseback Transactions, (x) software and other Intellectual Property licenses pursuant to which the Borrower or any such Restricted Subsidiary is the licensee of the relevant software or agreements assumed from Intellectual Property, as the case may be (in which case, any Person in connection with prohibition or limitation shall relate only to the acquisition assets subject of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(tapplicable license), (gxi) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (xii) customary restrictions on and conditions contained in any agreement relating to any Disposition of property, leases, subleases, licenses or asset sale licenses, sublicenses and similar agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject theretonot prohibited hereunder, (hxiii) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations)imposed by applicable Requirements of Law, (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (jxiv) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (kxv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on in connection with cash or other deposits not prohibited hereunder and limited to such cash or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessother deposits.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtednessrestrictions or conditions contained in agreements relating to the sale or other disposition of a Subsidiary or property of a Subsidiary pending such sale or disposition, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility provided such restrictions and conditions apply only to the Subsidiary or a Permitted Foreign Receivables Facility property that is to be sold or disposed of and such sale or disposition is permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentshereunder, (d) any restrictions with respect or conditions imposed by any agreement relating to a Restricted Subsidiary imposed pursuant secured obligations permitted by this Agreement (including secured obligations set forth on Schedule 6.2(a)) if such restrictions or conditions apply only to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock property or assets of securing such Restricted Subsidiaryobligations, (e) any customary prohibitions or conditions in leases and other contracts restricting the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary assignment or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedsubletting thereof, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred prohibitions or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained conditions in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessbusiness restricting the assignment thereof, (g) the Bridge Loan Documents, (h) provisions in the principal lease, service or operating agreements and power purchase agreements pertaining to Projects or the partnership and financing agreements relating to Projects, so long as in each case such lease, service, operating, power purchase, partnership or financing agreement is subject to usual and customary terms and is otherwise permitted to be entered into hereunder and (i) any restrictions or conditions contained in (x) Swap Agreements or Commodity Hedge Agreements permitted under this Agreement or (y) agreements for any Eligible Commodity Hedge Financing or Unsecured Commodity Liquidity Facility permitted under Section 6.1(n), in each case so long as such applicable restrictions or conditions are no more restrictive, taken as a whole and in the reasonable judgment of the Borrower, than the corresponding restrictions or conditions in this Agreement.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesCollateral, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (ai) Requirements of Law, (ii) this Agreement, Agreement and the other Loan Documents, (iii) the ABL Credit Agreement and the other agreements governing such IndebtednessABL Loan Documents, (biv) the Supply and Offtake Documents, (v) the CanAm Financing, (vi) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and any proceeds thereof), (cvii) customary provisions restricting subletting or assignment of any agreement lease governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or leasehold interest of a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan DocumentsParty, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (jviii) customary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of business, (kix) customary restrictions imposed by and conditions contained in any Governmental Authority agreement relating to the sale of any property permitted under Section 6.4 pending the consummation of such sale, (x) any agreement in effect at the time such Subsidiary becomes a Loan Party, so long as such agreement was not entered into in connection with or arising by reason in contemplation of such Person becoming a Loan Party, (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable Lawto any Person, rule, regulation or order or the terms properties or assets of any licensePerson, authorizationother than the Person or the properties or assets of the Person so acquired, concession or permit(xii) any Liens permitted pursuant to Section 6.2 in respect of assets subject thereto (other than Section 6.2(g), (h), (k), (l), (n), (t), (u), (v), (w), (y), (cc) and (ldd)), (xiii) customary provisions in Joint Venture agreements and other similar agreements or written arrangements applicable to Joint Ventures permitted hereunder and applicable solely to such Joint Venture, (xiv) customary restrictions in 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, (xv) customary provisions restricting assignment of any agreement or (xvi) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of businessbusiness or otherwise permitted hereunder.

Negative Pledge Clauses. Enter The Top Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Top Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, the other Loan Documents and the Second Lien Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtednesscustomary restrictions on the assignment of leases, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentslicenses and contracts, (d) any restrictions with respect to agreement in effect at the time any Person becomes a Restricted Subsidiary imposed pursuant to an Subsidiary; provided that such agreement that has been was not entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets contemplation of such Person becoming a Restricted Subsidiary, (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary (or is merged into or consolidated with the Borrower or any assets of a Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of Subsidiary) pending such Person after the date hereof, sale; provided that such agreements exist at restrictions and conditions apply only to the time such Person becomes a Restricted Subsidiary that is to be sold (or whose assets are to be sold) and such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedsale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date and any agreement amendments or modifications thereto so long as such amendment or modification does not expand the scope of a Foreign Subsidiary governing Indebtedness permitted to be incurred any such restriction or permitted to exist under Section 8.2(t)condition in any material respect, (g) customary restrictions on leases, subleases, licenses under agreements evidencing or asset sale agreements governing or otherwise relating to Indebtedness of Non-Guarantor Subsidiaries permitted hereby so long as under Section 7.2; provided that such restrictions may relate Indebtedness is only with respect to the assets subject thereto, of Restricted Subsidiaries that are Non-Guarantor Subsidiaries and (h) customary restrictions contained provisions in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations)joint venture agreements, (i) restrictions arising in connection with cash or limited liability company operating agreements, partnership agreements, stockholders agreements and other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesssimilar agreements.

Negative Pledge Clauses. (a) Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower Holdings or any Restricted Subsidiary to create, incur, assume or suffer to exist incur any Lien upon any of its property or revenuesthe Collateral, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to the extent required thereby to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtednessthe Second Lien Loan Documents, any document related to any Permitted Incremental Equivalent Debt, any document related to any Second Lien Permitted Incremental Equivalent Debt, any ABL Financing Document or any document related to a Permitted Refinancing of any of the foregoing, (b) any agreements evidencing or governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtednesscustomary restrictions on the assignment of leases, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions licenses and contracts entered into in the Loan Documentsordinary course of business, (d) any restrictions agreement (including with respect to Indebtedness) in effect at the time any Person becomes a Restricted Subsidiary imposed pursuant to an of the Borrower; provided, that such agreement that has been was not entered into in connection with the Disposition contemplation of all or substantially all such Person becoming a Restricted Subsidiary of the Capital Stock or assets of such Restricted SubsidiaryBorrower, (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with of the Borrower (or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition assets of assets by the Borrower or any a Restricted Subsidiary of the Borrower) pending such Person after sale; provided, such restrictions and conditions apply only to the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary of the Borrower that is to be sold (or whose assets are to be sold) and such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedsale is permitted hereunder, (f) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of any agreement of a Restricted Subsidiaries that are Foreign Subsidiary governing Indebtedness Subsidiaries or Non-Guarantor Subsidiaries permitted to be incurred or permitted to exist under Section 8.2(t)8.01; provided that such Indebtedness is only with respect to the assets of any Restricted Subsidiaries that are Foreign Subsidiaries or Non-Guarantor Subsidiaries, (g) customary restrictions on leasesprovisions in joint venture agreements, subleaseslimited liability company operating agreements, licenses or asset sale partnership agreements, stockholders agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject theretoand other similar agreements, (h) customary restrictions contained on cash or other deposits or net worth imposed by customers under contracts entered into in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing ordinary course of the Obligations)business of the Borrower and its Restricted Subsidiaries, (i) customary restrictions arising and conditions contained in connection with cash agreements relating to the Disposition of property or other deposits assets or Capital Stock permitted under Sections 8.3 hereunder by a Loan Party or 8.7 a Restricted Subsidiary of a Loan Party pending such Disposition, provided such restrictions and limited conditions apply only to the property or assets of the Loan Party or the Restricted Subsidiary of a Loan Party that are to be Disposed and such cash or depositDisposition is permitted hereunder, (j) customary provisions restricting assignment of any agreement restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (k) Indebtedness permitted under Sections 8.01(w) and (aa), (l) any negative pledge incurred or provided in favor of any holder of any secured Indebtedness permitted hereunder, (m) customary anti-assignment provisions in licenses and other contracts restricting the sublicensing or assignment thereof or in contracts for the Disposition of any assets or any Subsidiary of a Loan Party, provided that the restrictions in any such contract shall apply only to the assets or Subsidiary of a Loan Party that is to be Disposed of, (n) provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease, (o) any encumbrance or restriction contained in any agreement of a Person acquired in an Investment permitted hereunder, which encumbrance or restriction was in existence at the time of such Investment (but not created in contemplation thereof) and 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 and assets of the Person so acquired, (p) pursuant to Contractual Obligations that (y) exist on the Closing Date and (z) to the extent Contractual Obligations permitted by clause (z) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any Permitted Refinancing thereof so long as such Permitted Refinancing does not expand the scope of such Contractual Obligation, (q) pursuant to Indebtedness of any Restricted Subsidiary of Holdings that is not a Loan Party that is permitted by Section 8.01, (r) restrictions in connection with cash or other deposits permitted under Section 8.02, and (s) restrictions imposed by any Governmental Authority or arising by reason of applicable Lawagreement governing Indebtedness entered into after the Closing Date and permitted under Section 8.01 that are, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companiestaken as a whole, in each casethe good faith judgment of the Borrower, under contracts entered into no more restrictive with respect to the Borrower or any other Loan Party than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the ordinary course of businessrestrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesrevenues (it being understood that an “equal and ratable” provision is not an agreement that imposes such a prohibition or limitation), whether now owned or hereafter acquired acquired, securing Indebtedness and other obligations under the Loan Documents (regardless of the amount thereof), other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements restrictions contained in the documents governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)Indebtedness with a final maturity of less than one year, (c) any agreement restrictions contained in the documents governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility Subsidiary Indebtedness permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentsunder Section 7.2, (d) any restrictions with respect to a Restricted Subsidiary and conditions 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 Subsidiaryby law, (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the Disposition of any Person that becomes a Restricted Subsidiary, property or assets pending such Disposition, provided such restrictions and conditions apply only to such Subsidiary, property or assets, (f) restrictions and conditions contained in documentation relating to a Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person acquired after the date hereofClosing Date, provided that such agreements exist restriction or condition (i) existed at the time such Person becomes became a Restricted Subsidiary or such agreements are assumed and in each case are was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, and (fii) any agreement of a Foreign Subsidiary governing Indebtedness permitted applies only to be incurred or permitted to exist under Section 8.2(t)such Subsidiary, (g) customary restrictions on leases, subleases, licenses and conditions contained in any agreement relating to Indebtedness or asset sale agreements otherwise other obligations secured by Liens permitted hereby so long as under this Agreement if such restrictions may relate and conditions apply only to the property or assets subject thereto, to such Liens and (h) customary restrictions contained provisions in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict leases, licenses and other contracts restricting or conditioning the Liens securing the Obligations)assignment or encumbrance thereof, (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 including, without limitation, licenses and limited to such cash or depositsublicenses of patents, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of businesstrademarks, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, copyrights and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesssimilar intellectual property rights.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (aa)(i) this Agreement, the other Loan Documents and the First Lien Loan Documents (or any documentation governing any Permitted Refinancing Indebtedness in respect of the First Lien Loans, so long as any such prohibition or limitation included in any such documentation governing any such Permitted Refinancing Indebtedness is no more restrictive than the applicable prohibition or limitation included in the First Lien Loan Documents, ) and other (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such Indebtednesstype and in any event so long as any such agreement is not more restrictive than the Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing in effect at the time any Junior IndebtednessRestricted Subsidiary becomes a Restricted Subsidiary of the Borrower, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the restrictions set forth therein are no more restrictive than Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the corresponding provisions in the Loan Documentsscope of any restriction contemplated by this Section 7.14 contained therein, (d) any customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions with respect are limited 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 property or assets of subject to such Restricted Subsidiaryleases, subleases, licenses or sublicenses, as the case may be or (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of pending such Person after the date hereofsale, provided that such agreements exist at restrictions or conditions apply only to the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted assets that is to be incurred or sold and such sale is permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesshereunder.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, the Senior Note Indenture, Existing Notes, the Mortgage Facility or documents evidencing Indebtedness incurred under Sections 7.2(e), (g), (h), (r), (s) and other agreements governing (x) and any Permitted Refinancing Indebtedness in respect of any such Indebtedness, (b) any agreements governing any purchase money Indebtedness secured by Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), subject to such Lien) and (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein agreements which (i) are no more restrictive than the corresponding provisions in the Loan Documents, (d) any restrictions with respect to binding on 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person Restricted Subsidiary first becomes a Restricted Subsidiary or Subsidiary, so long as such agreements are assumed and in each case are were not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedSubsidiary, (fii) any agreement of a Foreign Subsidiary governing Indebtedness are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted to be incurred or permitted to exist under Section 8.2(t)7.8 and applicable solely to such joint venture entered into in the ordinary course of business, (giii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (hiv) are customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict provisions restricting subletting or assignment of any lease governing a leasehold interest of the Liens securing the Obligations)Borrower or any Restricted Subsidiary, (iv) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (lvi) are restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter UK Holdco will not, and will not permit any of the Restricted Subsidiaries that is a Loan Party to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower UK Holdco or any Restricted Subsidiary Group Member that is a Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesrevenues that constitutes Collateral, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on the assignment of leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (kd) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or agreement in effect at the terms of time any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (e) customary restrictions and conditions contained in agreements relating to the ordinary course sale of businessa Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date and any amendments or modifications thereto so long as such amendment or modification, taken as a whole, does not expand the scope of any such restriction or condition in any material respect as determined by the Borrower Representative in good faith, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Non-Guarantor Subsidiaries permitted under Section 7.2; provided that such Indebtedness is only with respect to the assets of Non-Guarantor Subsidiaries, (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (i) restrictions contained in agreements governing the Senior Secured Notes and (j) restrictions contained in agreements governing Indebtedness, Preferred Stock or Disqualified Stock permitted by Section 7.2 that (x) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower Representative in good faith) or (y) will not materially impair the Borrowers’ obligation or ability to make any payments required hereunder (as determined by the Borrower Representative in good faith).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions Contractual Obligations incurred in the Loan Documentsordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation, (d) any restrictions with respect to a Restricted agreements regarding Indebtedness of any Non-Guarantor Subsidiary imposed pursuant to an agreement that has been entered into not prohibited under Section 7.2 (in connection with which case, any prohibition or limitation shall only be effective against the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiaryNon-Guarantor Subsidiary and its Subsidiaries), (e) the foregoing shall not apply to restrictions prohibitions and conditions contained limitations in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after effect on the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed hereof and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedlisted on Schedule 7.11, (f) customary provisions restricting the subletting or assignment of any agreement of lease governing a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)leasehold interest, (g) customary restrictions on leases, subleases, licenses or and conditions contained in any agreement relating to an asset sale agreements otherwise permitted hereby by Section 7.4 or 7.5, (h) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained agreement was not entered into in Indebtedness incurred pursuant to Section 8.2 (provided that contemplation of such restrictions do not restrict the Liens securing the Obligations)Person becoming a Restricted Subsidiary, (i) restrictions arising customary provisions in connection with cash or joint venture agreements and other deposits similar agreements applicable to joint ventures permitted under Sections 8.3 or 8.7 Section 7.7 and limited applicable solely to such cash or deposit, (j) customary provisions restricting assignment of any agreement joint venture and entered into in the ordinary course of business, (j) any prohibition or limitation that exists pursuant to any applicable Requirement of Law and (k) customary and reasonable restrictions imposed by contained in any Governmental Authority agreements or arising by reason instruments governing Refinancing Notes or Incremental Notes and any refinancings, replacements, refundings, renewals or extensions thereof (without any increase (other than any such increase resulting from accrued interest and the amount of applicable Lawreasonable fees and expenses incurred, rule, regulation or order or make whole payments and premiums paid in connection with the Indebtedness being refinanced) in the principal amount thereof); provided that the terms of any licenseIndebtedness for borrowed money incurred by the Borrower, authorizationHoldings or any Subsidiary Guarantor on or after the Closing Date pursuant to Sections 7.2(a)(i), concession (ii) or permit(iv) or 7.2(s) and any refinancings, and replacements, refundings, renewals or extensions thereof shall expressly permit the creation, incurrence, assumption and/or sufferance of the Liens, from time to time, created, incurred and/or assumed pursuant to (lA) restrictions on cash the Loan Documents or other deposits (B) any documentation for any Indebtedness refinancing the Obligations (or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessany portion thereof) from time to time.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 for the benefit of the Lenders with respect to the Obligations other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (e) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the foregoing shall Loan Documents or any Collateral securing the Obligations and does not apply require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (f) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any Person that becomes property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a Restricted Subsidiary or is merged into or consolidated with the Borrower or leasehold interest of a Group Member, (iv) exists in any Restricted Subsidiary or agreements assumed from any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person Subsidiary becomes a Restricted Subsidiary or Subsidiary, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Property of any Person, other than the Person or the Property of the Person so acquired, (vi) exists on the Effective Date and are listed on Schedule 7.12, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, (viii) exists in any agreement governing Indebtedness of a Restricted Subsidiary or the agreements being assumed, (f) any agreement of that is not a Foreign Subsidiary governing Indebtedness Loan Party that is permitted to be incurred or permitted to exist under by Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby 7.1 so long as such restrictions may relate restriction is only applicable to the assets subject theretorelevant Restricted Subsidiary that is not a Loan Party, (hix) customary are restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with on cash or other deposits permitted imposed by customers under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (kx) comprise restrictions imposed by any Governmental Authority agreement governing Indebtedness entered into on or arising after the Effective Date and permitted under Section 7.1 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder, or (xi) is imposed by reason of applicable Law, rule, regulation any amendments or order refinancings that are otherwise permitted by the Loan Documents or the terms contracts, instruments or obligations referred to in this Section 7.12; provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or refinancing (as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessBorrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure the Obligations, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, the Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan DocumentsSale Leaseback, (d) any restrictions with respect to a Restricted Subsidiary of Holdings 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, (e) customary provisions in leases, licenses and other contracts restricting the foregoing shall assignment thereof, (f) any licenses in connection with the Subject IP, (g) any other agreement that does not apply restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements any agreement relating to any transaction permitted under Section 8.4 or the sale of any Person that becomes property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a Restricted Subsidiary or is merged into or consolidated with the Borrower or leasehold interest of any Restricted Subsidiary or agreements assumed from Group Member, (iv) exists in any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person Subsidiary becomes a Restricted Subsidiary of Holdings or the Borrower, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedProperty or assets of any Person, other than the Person or the Property or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (c), (d), (e), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (ih)(iv) restrictions arising in connection or (h)(v); provided, that such amendments and refinancings are no more materially restrictive with cash or other deposits permitted under Sections 8.3 or 8.7 and limited respect to such cash prohibitions and limitations than those in effect prior to such amendment or depositrefinancing (as determined in good faith and, (j) customary provisions restricting assignment if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessBorrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower TWTC or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness(b) the Time Warner Arrangements, (bc) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) any agreement agreements governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, Investment in any joint venture or partnership that limit the ability to grant a Replacement Facility security interest in the Capital Stock of such joint venture or a Permitted Foreign Receivables Facility permitted hereunder partnership so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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 such Capital Stock or assets of such Restricted Subsidiaryis pledged to the Collateral Agent in an indirect manner reasonably satisfactory to the Collateral Agent, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of businessbusiness with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property, (kf) restrictions imposed by any Governmental Authority agreements governing any leasehold interest (including any rights of way, colocation agreements and other similar such interests in real estate, and agreements existing on the Closing Date granting or arising by reason otherwise providing for an indefeasible right of applicable Lawuse in fiber or conduits or providing for joint construction or marketing of fiber or conduits) or building entry agreements that limit the ability to grant a security interest in such leasehold interest or building entry agreements, rule, regulation (g) agreements with customers for the provision of services that limit the ability to grant a security interest in such agreements (but not amounts receivable or order any money or other amounts due or to become due or other right of payment resulting from those agreements); (h) the terms Indentures (or any indenture governing any Refinancing of the High Yield Notes or any indenture governing any Refinancing of any license, authorization, concession or permit, such refinancing Indebtedness) and (li) restrictions on cash or other deposits or net worth imposed any agreements governing any acquired Indebtedness permitted by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessSection 7.2(i).

Negative Pledge Clauses. Enter The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower Company or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, other than (a) restrictions and conditions in this Agreement, the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise Indebtedness permitted hereby (in which caseby Section 6.18(i), any prohibition credit agreements, indentures or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in similar agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to exist under Section 8.2(tsecured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (ge) customary restrictions or conditions imposed by restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or and other deposits permitted under Sections 8.3 or 8.7 net worth provisions in leases and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement other agreements entered into in the ordinary course of business, (kf) restrictions imposed and conditions binding on a Subsidiary or its assets at the time such Subsidiary first becomes a Subsidiary or such assets were first acquired by such Subsidiary (other than a Subsidiary that was a Subsidiary on the Closing Date or assets owned by any Governmental Authority Subsidiary on the Closing Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) [reserved], (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising by reason of pursuant to the applicable Law, rule, regulation banking institution’s general terms and conditions) or order or the terms of any license, authorization, concession or permit, and (lj) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course ability of businessthe Borrower to satisfy its Obligations hereunder.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease 95 Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) the Senior Note Documents and any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan DocumentsRefinancing thereof, (d) 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 SubsidiarySubsidiary or any restrictions with respect to the Borrower or a Subsidiary imposed with respect to Receivables and/or Permitted Receivables Facility Assets pursuant to an agreement that has been entered into in connection with a Permitted Receivables Facility, (e) customary provisions in leases, licenses and other contracts restricting the foregoing shall assignment thereof, (f) any other agreement that does not apply restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements any agreement relating to any transaction permitted under Section 8.4 or the sale of any Person that becomes property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a Restricted Subsidiary or is merged into or consolidated with the Borrower or leasehold interest of any Restricted Subsidiary or agreements assumed from Group Member, (iv) exists in any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person Subsidiary becomes a Restricted Subsidiary or of the Borrower, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedProperties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (c), (d), (e), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (gg)(iv) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (g)(v); provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection amendments and refinancings are no more materially restrictive with cash or other deposits permitted under Sections 8.3 or 8.7 and limited respect to such cash prohibitions and limitations than those in effect prior to such amendment or depositrefinancing (as determined in good faith and, (j) customary provisions restricting assignment if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessBorrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary of its Subsidiaries (other than with respect to the assets or the Capital Stock of any Unrestricted Subsidiary, any Unrestricted Proceeds or any property or revenues obtained with such Unrestricted Proceeds) to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired in favor of the Administrative Agent for the benefit of the Secured Parties, other than (a) any Requirement of Law, this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements evidencing Indebtedness permitted under Sections 7.2(d) and (e) or Liens permitted under Sections 7.3(f), (g) and (l) to the extent such agreements relate only to Liens on the property or revenues subject to the aforementioned provisions, (d) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (e) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) any agreement or instrument governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder Acquisition and so long as the respective encumbrances or restrictions set forth therein are no were not created (or made more restrictive than restrictive) in connection with or in anticipation of the corresponding respective Permitted Acquisition, (g) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the Loan Documentsordinary course of business, (dh) agreements containing restrictions applicable to any joint venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 7.8 and similar restrictions relating to eSylvan, (i) agreements containing any restriction or encumbrance with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with for the Disposition sale or disposition of all or substantially all of the Capital Stock capital stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to sale or disposition of all or substantially all of the capital stock or assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that of such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits Subsidiary is permitted under Sections 8.3 or 8.7 and limited to such cash or depositthis Agreement, (j) customary provisions restricting assignment agreements containing restrictions on the transfer of any agreement entered into in asset pending the ordinary course close of business, the sale of such asset so long as such sale is permitted under this Agreement and (k) agreements containing restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, with respect to Foreign Subsidiaries in each case, connection with financing arrangements for their benefit that are not otherwise prohibited under contracts entered into in the ordinary course of businessthis Agreement.

Negative Pledge Clauses. Enter The Company shall not, and shall not permit any of the Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on the assignment of leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (kd) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or agreement in effect at the terms of time any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (e) customary restrictions and conditions contained in agreements relating to the ordinary course sale of businessa Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder,), (f) restrictions and conditions existing on the ClosingAmendment No. 3 Effective Date and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 6.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or Non-Guarantor Subsidiaries and, (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements and (i) customary restrictions and conditions contained in agreements relating to any permitted Sale Leaseback Transactions hereunder with respect to the property subject to such Sale Leaseback Transactions.

Negative Pledge Clauses. Enter UK Holdco will not, and will not permit any of the Restricted Subsidiaries that is a Loan Party to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower UK Holdco or any Restricted Subsidiary Group Member that is a Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesrevenues that constitutes Collateral, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, 184 any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on the assignment of leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (kd) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or agreement in effect at the terms of time any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (e) customary restrictions and conditions contained in agreements relating to the ordinary course sale of businessa Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date and any amendments or modifications thereto so long as such amendment or modification, taken as a whole, does not expand the scope of any such restriction or condition in any material respect as determined by the Borrower Representative in good faith, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Non-Guarantor Subsidiaries permitted under Section 7.2; provided that such Indebtedness is only with respect to the assets of Non-Guarantor Subsidiaries, (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (i) restrictions contained in agreements governing the Senior Secured Notes and (j) restrictions contained in agreements governing Indebtedness, Preferred Stock or Disqualified Stock permitted by Section 7.2 that (x) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower Representative in good faith) or (y) will not materially impair the Borrowers’ obligation or ability to make any payments required hereunder (as determined by the Borrower Representative in good faith).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan DocumentsDocuments and (so long as the prohibitions and limitations therein (x) are, in the good faith determination of MVWC, customary for the relevant type of Indebtedness and other (y) would not prohibit or conflict with the Liens granted pursuant to the Loan Documents as in effect at the time of incurrence of the relevant prohibition or limitation) the agreements governing such Indebtednessany Indebtedness incurred pursuant to Section 7.2(s) or (x), (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and any proceeds thereof), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as restrictions on the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentsability of MVWC to create Liens on Deferred Compensation Plan Assets, (d) any restrictions with respect to that are binding on any Subsidiary at the time such Subsidiary first becomes a Restricted Subsidiary imposed pursuant to an agreement of MVWC (provided that has been entered into such restrictions were not incurred in connection with the Disposition of all or substantially all of the Capital Stock or assets contemplation of such Restricted SubsidiaryPerson becoming a Subsidiary of MVWC) (and any renewal or extension of a restriction permitted by this clause (d) or any agreement evidencing such restriction or any amendment or modification thereof, in each case that does not materially expand the scope of such restriction), (e) the foregoing shall not apply to customary restrictions and conditions contained in leases, sub-leases, licenses, sub-licenses or similar agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereofare, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created case, otherwise permitted by this Agreement and entered into in contemplation the ordinary course of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedbusiness, (f) any agreement customary provisions limiting the disposition or distribution of a Foreign Subsidiary governing Indebtedness assets or property in asset sale agreements, sale-leaseback agreements and other similar agreements otherwise permitted by this Agreement, so long as such limitations are applicable only to be incurred or permitted to exist under Section 8.2(t)the assets that are the subject of such agreements, (g) customary restrictions on leases, subleases, licenses in joint venture agreements and other similar agreements or asset sale agreements otherwise permitted hereby so long as arrangements relating solely to such restrictions may relate to the assets subject theretojoint venture, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into by any Loan Party in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, business and (li) customary restrictions on with respect to cash or deposits, escrow arrangements and other deposits or net worth imposed by customerscash collateral, suppliers or landlords or required by insurance, surety or bonding companies, so long as the Lien in each case, respect of such cash collateral is permitted under contracts entered into in the ordinary course of businessSection 7.3.

Negative Pledge Clauses. Enter into or suffer permit to exist or become effective any agreement that prohibitsprohibits or limits (other than a dollar limit, limits or imposes any condition upon provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the obligations under the Loan Documents in full) the ability of the Borrower Company or any Domestic Subsidiary that is a Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or any other secured obligation permitted by Section 7.3(c), (d), (g), (t), (w) or (y) (in which case, any prohibition or limitation shall only be effective against (x) in the case of purchase money Liens or Capital Lease Obligations, the assets financed thereby and proceeds thereof and (y) in the case of other secured obligations, the specific assets subject to the Lien securing such obligation), (c) (i) any Unsecured Note Indenture or any agreements governing Indebtedness permitted by Section 7.2(m) and any Guarantee Obligations with respect thereto or any Permitted Refinancing Indebtedness in respect thereof (provided that the prohibition or limitation contained in any agreement referred to in this clause (c)(i) is no less favorable than that which exists in this Agreement) and (ii) any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date), (d) customary provisions in joint venture agreements and similar agreements and any agreement with respect to Indebtedness primarily incurred to finance the acquisition of an interest in a joint venture that restrict the transfer or encumbrance of assets of, or equity interests in, the applicable joint ventures, (e) customary provisions in any agreements governing any Receivable Financing Transaction (in which case, any prohibition or limitation shall only be effective against the assets financed therebyconveyed thereunder), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement governing letters of a Foreign Subsidiary governing Indebtedness permitted to be incurred credit issued in accordance with Section 7.2(i) or permitted to exist under Section 8.2(t)any Specified Swap Agreement or Specified Cash Management Agreement containing provisions not more restrictive that the provisions of this Agreement, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to sublicenses by the assets Company and its Restricted Subsidiaries of intellectual property in the ordinary course of business (in which case, any prohibition or limitation shall only be effective against the intellectual property subject thereto, ) and (h) customary restrictions contained in any agreements governing Indebtedness incurred pursuant to Section 8.2 (provided that of a joint venture which prohibit the pledge of the assets of, or equity interests in, such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessjoint venture.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 for the benefit of the Lenders with respect to the Obligations other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (e) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the foregoing shall Loan Documents or any Collateral securing the Obligations and does not apply require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations, (f) agreements by a Permitted Joint Venture to limit Liens on its assets under the terms of any Non-Recourse Indebtedness of such Permitted Joint Venture or the organizational documents with respect to such Permitted Joint Venture and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any Person that becomes property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a Restricted Subsidiary or is merged into or consolidated with the Borrower or leasehold interest of a Group Member, (iv) exists in any Restricted Subsidiary or agreements assumed from any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person Subsidiary becomes a Restricted Subsidiary or Subsidiary, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedSubsidiary, (fv) exists in any agreement of a Foreign Subsidiary instrument governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising assumed in connection with cash any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other deposits than the Person or the Properties or assets of the Person so acquired, (vi) exists on the Closing Date and are listed on Schedule 7.10, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under Sections 8.3 this Agreement, or 8.7 and limited to such cash or deposit, (jviii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions is imposed by any Governmental Authority amendments or arising refinancings that are otherwise permitted by reason of applicable Law, rule, regulation or order the Loan Documents or the terms contracts, instruments or obligations referred to in this Section 7.10; provided, that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or refinancing (as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessBorrower).

Negative Pledge Clauses. Enter Parent will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower Parent or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesSignificant Assets, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than any Priority Lien Debt (a) so long as any prohibition or restriction in any documentation governing any Priority Lien Debt is not more restrictive in any material respect than this Agreement), including this Agreement, the other Revolving Credit Agreement, the 2027 Bridge Loan DocumentsCredit Agreement and the 2029 Bridge Loan Credit Agreement (and any documentation governing any Permitted Refinancing Indebtedness in respect of the foregoing (and any successive Permitted Refinancing Indebtedness in respect thereof), so long as any such prohibition or restriction in such documentation is not more restrictive in any material respect than the documentation in respect of the Indebtedness being refinanced), the Collateral Trust Agreement and other agreements governing such Indebtednessthe Local Collateral Agency Agreements, (b) customary prohibitions and restrictions contained in any agreements governing any purchase money Liens debt incurred pursuant to ‎Section 6.02(h) or Capital Lease Obligations otherwise permitted hereby Aircraft Financing (including, without limitation, the RCF Loan Agreement and the Spare Engine Loan Agreement); provided that any such prohibitions and restrictions only apply to the assets financed thereby or the property subject to such lease or arrangement or any interests or agreements related thereto, any such prohibition or limitation in which caseany co-branding agreement, partnering agreement, airline-to-airline frequent flyer program agreement or similar agreement, in each case relating to a Frequent Flyer Program; provided that (i) prior to entering into any new such agreement or arrangement, Parent shall use commercially reasonable efforts to have any such agreement not include any such prohibition or limitation and (ii) any such prohibition or limitation shall apply only with respect to the applicable agreement and the proceeds thereof, in respect of any contract arising in the ordinary course relating to the cargo business of the Parent and its Restricted Subsidiaries, any prohibition or limitation shall only be effective against the assets financed thereby), (c) in any agreement governing such contract and any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility amendments or a Permitted Foreign Receivables Facility permitted hereunder modifications thereto so long as such amendment or modification does not expand the restrictions set forth therein are no more restrictive than the corresponding provisions scope of any such prohibition or limitation in the Loan Documents, any material respect; provided that (dx) any restrictions such prohibition or limitation applies only with respect to a Restricted Subsidiary imposed pursuant to an the applicable agreement that has been entered into and the proceeds thereof and (y) in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements respect of any Person such receivables that becomes a Restricted Subsidiary would otherwise constitute Collateral, Parent shall use commercially reasonable efforts to have any such contract not include any such prohibition or is merged into or consolidated with the Borrower or limitation, any Restricted Subsidiary or agreements assumed from any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such any Person becomes a Restricted Subsidiary or of Parent; provided that such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary of Parent, customary prohibitions and limitations contained in agreements relating to the sale of a Restricted Subsidiary (or the agreements being assumed, (fassets of Parent or a Restricted Subsidiary) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as pending such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (sale; provided that such restrictions do prohibitions and limitations apply only to the Restricted Subsidiary that is to be sold (or the assets to be sold) and such sale is permitted (or not restrict the Liens securing the Obligations)restricted) hereunder, (i) restrictions arising in connection prohibitions and limitations under agreements evidencing or governing or otherwise relating to Indebtedness not restricted hereby of Restricted Subsidiaries that are not Loan Parties; provided that such prohibitions and limitations are only with cash respect to assets of such Restricted Subsidiaries, any prohibition or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions limitation imposed by any Governmental Authority or arising by reason of applicable Law, rulelaw, regulation or order order, or the terms of any license, authorization, concession or permit, permit issued or granted by a Governmental Authority and (l) restrictions on cash any customary prohibitions or other deposits limitations arising or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into agreed to in the ordinary course of business., arising under leases, licenses or other similar contractual arrangements and not relating to any Indebtedness, and that do not (i) restrict assets other than those subject to such leases, licenses or other arrangements or (ii) taken as a whole, materially diminish the value of the Collateral, in each case, as determined by Parent in good faith. 125

Negative Pledge Clauses. Enter into or suffer to exist or ----------------------------- become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower TWTC or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness(b) the Time Warner Arrangements, (bc) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) any agreement agreements governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, Investment in any joint venture that limit the ability to grant a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder security interest in the Capital Stock of such joint venture so long as such Capital Stock is pledged to the restrictions set forth therein are no more restrictive than Administrative Agent, for the corresponding provisions in the Loan Documents, (d) 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 ratable benefit of the Capital Stock or assets of such Restricted SubsidiaryLenders, in an indirect manner satisfactory to the Administrative Agent, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of businessbusiness with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property, (kf) restrictions imposed by any Governmental Authority or arising by reason agreements governing any leasehold interest (including any rights of applicable Lawway, rule, regulation or order or the terms of any license, authorization, concession or permitcolocation agreements and other similar such interests in real estate, and agreements assumed pursuant to the GST Asset Purchase Agreement granting an indefeasible right of use in fiber or conduits or providing for joint construction or marketing of fiber or conduits) or building entry agreements that limit the ability to grant a security interest in such leasehold interest or building entry agreements, (lg) restrictions on cash agreements with customers for the provision of services that limit the ability to grant a security interest in such agreements (but not amounts receivable or any money or other deposits amounts due or net worth imposed by customersto become due or other right of payment resulting from those agreements), suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in (h) the ordinary course of businessIndenture and (i) the agreements governing the Additional Financing.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member (other than an Excluded Subsidiary) 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 obligationsObligations under the Loan Documents to which it is a party other than (a) (i) this Agreement, Agreement and the other Loan Documents, and other (ii) any agreement governing any Indebtedness permitted to be incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such Indebtednesstype and in any event so long as such agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect of the Loans or Indebtedness permitted to be incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not materially more restrictive than the documents governing the Indebtedness being refinanced, as applicable, taken as a whole, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed financedsecured thereby), (c) any agreement governing in effect at the time any Junior IndebtednessSubsidiary becomes a Restricted Subsidiary of the Parent Borrower, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as such prohibition or limitation applies only to such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the restrictions set forth therein are no more restrictive than Parent Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the corresponding provisions in the Loan Documentsscope of any restriction contemplated by this Section 7.13 contained therein, (d) any customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions with respect are limited 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 property or assets of subject to such Restricted Subsidiaryleases, subleases, 130 licenses or sublicenses, as the case may be, (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of pending such Person after the date hereofsale, provided that such agreements exist at restrictions or conditions apply only to the time such Person becomes a Restricted Subsidiary or assets that is to be sold and such agreements are assumed sale is permitted hereunder and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leasesin the definitive documentation governing any Permitted Receivables Facility, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate only to the assets accounts receivable and related Permitted Receivables Financing Assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of Permitted Receivables Facility and/or to distributions from any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessReceivables Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure obligations under this Agreement or the other Loan Documents (to the extent that such limitation would have the effect of prohibiting Holdings, the Borrower or any of its Subsidiaries from granting a Lien on any of its assets to secure all obligations under this Agreement and the other Loan Documents in respect of a principal amount of Indebtedness that is not greater than the excess of (i) (x) the First Lien Term Cap on the Restatement Effective Date plus (y) the Revolving Commitment Cap minus (ii) the principal amount of First Lien Notes at any time and the principal amount of Indebtedness repaid under this Agreement from the proceeds of asset sales and casualty events) other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder pursuant to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the restrictions set forth therein are no more restrictive than maximum aggregate liabilities of Holdings, the corresponding provisions in the Loan DocumentsBorrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) any restrictions with respect to a Restricted Subsidiary imposed the prohibitions and limitations on the Qualified LaGrange Entities pursuant to an agreement that has been entered into the LaGrange Documents[Reserved], (e) pursuant to agreements governing Indebtedness assumed in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements acquisition of any Person that becomes a Restricted Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is merged into permitted under Section 7.2(f) or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of (l) and such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are Indebtedness was not created or incurred in contemplation of or in connection with such Person becoming a Restricted acquisition and such restrictions apply only to such acquired Subsidiary or the agreements being assumedand its Subsidiaries, (f) as contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under secured by Liens described in Section 8.2(t), (g7.3(o) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to are no more onerous in any material respect than those contained in the assets subject theretoCCO Senior Note Indenture and the related collateral and guarantee agreement as in effect on the Restatement Effective Date, (g) as contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness of Holdings described in Section 7.3(e), (i) or (m) or Indebtedness of any Qualified Parent Company, in each case, so long as such restrictions are no more onerous in any material respect than those contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (h) customary restrictions contained provisions in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 leases and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement licenses entered into in the ordinary course of businessbusiness or as required in any franchise permit, (ki) customary restrictions imposed by any Governmental Authority or arising by reason in an agreement to Dispose of applicable Law, rule, regulation or order assets in a transaction permitted under Section 7.5 solely to the extent that such restriction applies solely to the assets to be so Disposed and (j) as contained in the Silo Credit Agreements or the terms of any license, authorization, concession or permit, Silo Guarantee and (l) restrictions Collateral Agreements as in effect on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessRestatement Effective Date.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired other than (a) this Agreement, the other Loan Documents, and other agreements governing such IndebtednessDocuments or any Permitted Unsecured Refinancing Debt, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents[reserved], (d) 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, (e) customary provisions in leases, licenses and other contracts restricting the foregoing shall assignment thereof, (f) any other agreement that does not apply restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements any agreement relating to any transaction permitted under Section 8.4 or the sale of any Person that becomes property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a Restricted Subsidiary or is merged into or consolidated with the Borrower or leasehold interest of any Restricted Subsidiary or agreements assumed from Group Member, (iv) exists in any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person Subsidiary becomes a Restricted Subsidiary or of the Borrower, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedProperties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (c), (d), (e), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (gg)(iv) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (g)(v); provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection amendments and refinancings are no more materially restrictive with cash or other deposits permitted under Sections 8.3 or 8.7 and limited respect to such cash prohibitions and limitations than those in effect prior to such amendment or depositrefinancing (as determined in good faith and, (j) customary provisions restricting assignment if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessBorrower).

Negative Pledge Clauses. Enter into Directly or suffer indirectly become a party to exist any agreement, note, indenture or become effective instrument, or take any agreement other action, that prohibits, limits or imposes any condition upon would prohibit the ability creation of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist any a Lien upon on any of its property properties or revenuesother assets in favor of the Administrative Agent on behalf of the Secured Parties, whether now owned or hereafter acquired other than except (ai) this Agreement, Agreement and the other Loan Documents; (ii) restrictions in effect on the date of this Agreement contained in the Holdings Subordinated Note Indenture as in effect on the date of this Agreement, and other and, if the Indebtedness under the Holdings Subordinated Notes is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Indebtedness (and successive renewals, extensions and refinancings thereof) if such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, restrictions taken as a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein whole are no more restrictive than the corresponding provisions those contained in the Loan Documentsagreements governing the Indebtedness being renewed, extended or refinanced, (diii) any restrictions customary non-assignment provisions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been leases or licensing agreements entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereofits Subsidiaries, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of businessbusiness and consistent with past practices, (kiv) restrictions operating leases, Capital Leases or Licenses which prohibit Liens upon the assets or properties that are subject to such operating lease, Capital Lease or License, (v) any restriction or encumbrance with respect to any asset of the Borrowers or any of their Subsidiaries imposed by any Governmental Authority pursuant to an agreement which has been entered into for the sale or arising by reason disposition of applicable Lawsuch assets or all or substantially all of the capital stock or assets of such Subsidiary, ruleso long as such sale or disposition is permitted under this Agreement; (vi) customary provisions in joint venture agreements and other similar agreements, regulation or order or the terms of any license, authorization, concession or permit, and (l) which place restrictions on cash distributions of the property or other deposits assets of the joint venture entity to the joint venture partners and/or restrictions on the granting of liens on the property or net worth imposed assets owned by customersthe joint venture entity (but not any Loan Party), suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessbusiness in connection with joint ventures permitted under this Agreement, (vii) restrictions on Liens set forth in any Service Contracts to the extent and only to the extent any such restrictions would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (viii) restrictions on Liens set forth in any Service Contracts to the extent and only to the extent that such provisions restrict liens on real property, improvements thereon, fixtures affixed thereto or other tangible property (other than equipment and inventory), in each case located at the venue(s) to which such Service Contract relates, (ix) any Permitted Lien Restriction, and (x) any Permitted JX Xxxx Restriction.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member 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 to which it is a party other than (a) (i) this Agreement, the other Loan Documents, the ABL Loan Documents and other the documentation governing the Asia Facility, (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such Indebtednesstype and in any event so long as such agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect of the Loans, the ABL Loans or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not more restrictive than the Loan Documents, the ABL Loan Documents or the documents governing the Indebtedness being refinanced, as applicable, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing in effect at the time any Junior IndebtednessSubsidiary becomes a Restricted Subsidiary of the Borrower, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as such prohibition or limitation applies only to such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the restrictions set forth therein are no more restrictive than Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the corresponding provisions in the Loan Documentsscope of any restriction contemplated by this Section 7.13 contained therein, (d) any customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions with respect are limited 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 property or assets of subject to such Restricted Subsidiaryleases, subleases, licenses or sublicenses, as the case may be and (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of pending such Person after the date hereofsale, provided that such agreements exist at restrictions or conditions apply only to the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted assets that is to be incurred or sold and such sale is permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesshereunder.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 acquired, to secure its Obligations under the Loan Documents and any agreements governing any Permitted Refinancing Indebtedness in respect of the foregoing, to which it is a party, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtednesscustomary restrictions on the assignment of leases, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentslicenses and other agreements, (d) any restrictions agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Restricted Subsidiary imposed pursuant Lien upon Excluded Assets (other than with respect to an Financing Assets), or (ii) such agreement that has been was not entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created solely in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedor, (f) in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)the foregoing, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the assets subject theretoscope of any restriction or condition contained therein, and (he) customary restrictions contained in Indebtedness incurred any restriction pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligationsany document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (il) restrictions arising in connection with cash and (m) or other deposits permitted under Sections 8.3 any agreement or 8.7 and limited option to such cash or deposit, (j) customary provisions restricting assignment Dispose any asset of any agreement entered into in Group Member, the ordinary course Disposition of business, (k) restrictions imposed which is permitted by any Governmental Authority or arising by reason other provision of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and this Agreements (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in provided that any such restriction relates only to the ordinary course of business.assets or property subject to such Lien or being Disposed and such Group Member). 7.15

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 other than acquired, to secure its obligations under the Loan Documents, provided that the foregoing shall not apply to restrictions or conditions (a) imposed by law or by this Agreement, the other Loan Documents, and other agreements governing such Indebtednessany Swap Agreement, any Incremental Equivalent Debt or the Senior Unsecured Debt Agreement or, so long as the Loan Documents constitute a “Senior Credit Facility” as defined in the Senior Unsecured Debt Agreement, any Permitted Unsecured Debt, (b) (i) existing on the Fourth Restatement Effective Date and identified on Schedule 7.12 and (ii) any extension or renewal of such restriction or condition or any agreement evidencing such restriction or condition or any amendment or modification thereof, in each case that does not materially expand the scope of any such restriction or condition, (c) contained in agreements relating to the sale of a Subsidiary or Subsidiaries pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is, or the Subsidiaries that are, to be sold (or, in each case, the assets of, or equity interests therein), (d) contained in any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and proceeds thereof), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in leases or other agreements of any Person that becomes a Restricted Subsidiary are customary and restrict the assignment (or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed subletting) thereof and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate only to the assets subject thereto, (f) (i) binding on a Restricted Subsidiary at the time such Restricted Subsidiary is acquired, if such Restricted Subsidiary is not designated an Unrestricted Subsidiary within fifteen (15) days of the date of such acquisition, so long as such restrictions were not entered into solely in contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary and (ii) any renewal or extension of a restriction or condition permitted by clause (f)(i) or any agreement evidencing such restriction or condition or any amendment or modification thereof so long as such renewal or extension does not materially expand the scope of such restriction or condition, (g) contained in agreements relating to a Disposition permitted hereunder pending such Disposition, provided such restrictions and conditions apply only to the assets subject to such Disposition, (h) customary restrictions contained are set forth in agreements governing Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations)or other obligations of Foreign Subsidiaries, (i) restrictions arising are customary provisions in connection with cash or joint venture agreements and other deposits similar agreements applicable to joint ventures other similar arrangements permitted under Sections 8.3 or 8.7 and limited to such cash or deposithereunder (including without limitation Permitted Joint Ventures), (j) customary provisions restricting assignment are restrictions with 119 respect to cash collateral so long as the Lien in respect of any agreement entered into in the ordinary course of businesssuch cash collateral is permitted under Section 7.3, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) are restrictions on cash or other deposits or net worth imposed by customerscustomers or suppliers, suppliers or landlords or required by insurance, surety or bonding companies; (l) are provisions requiring the granting of a Lien to any Person on any Collateral if a Lien is granted with respect to such Collateral securing the Obligations (it being understood that any such Lien shall only be permitted if permitted under Section 7.3), (m) are set forth in any Permitted Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), (n) are customary net worth provisions contained in real property leases or licenses of Intellectual Property, so long as the Parent Borrower has determined in good faith that such provisions could not reasonably be expected to impair the ability of the Parent Borrower and the other Loan Parties to satisfy the Obligations or (o) contained in agreements created in connection with any Qualified Receivables Transaction that, in each casethe good faith determination of the Parent Borrower, under contracts entered into in the ordinary course of businessare necessary or advisable to effect such Qualified Receivables Transaction.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions Contractual Obligations incurred in the Loan Documentsordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation, (d) any restrictions with respect to a Restricted agreements regarding Indebtedness of any Non-Guarantor Subsidiary imposed pursuant to an agreement that has been entered into not prohibited under Section 7.2 (in connection with which case, any prohibition or limitation shall only be effective against the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiaryNon-Guarantor Subsidiary and its Subsidiaries), (e) the foregoing shall not apply to restrictions prohibitions and conditions contained limitations in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after effect on the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed hereof and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedlisted on Schedule 7.11, (f) customary provisions restricting the subletting or assignment of any agreement of lease governing a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)leasehold interest, (g) customary restrictions on leases, subleases, licenses or and conditions contained in any agreement relating to an asset sale agreements otherwise permitted hereby by Section 7.4 or 7.5, (h) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained agreement was not entered into in Indebtedness incurred pursuant to Section 8.2 (provided that contemplation of such restrictions do not restrict the Liens securing the Obligations)Person becoming a Restricted Subsidiary, (i) restrictions arising customary provisions in connection with cash or joint venture agreements and other deposits similar agreements applicable to joint ventures permitted under Sections 8.3 or 8.7 Section 7.7 and limited applicable solely to such cash or deposit, (j) customary provisions restricting assignment of any agreement joint venture and entered into in the ordinary course of business, (j) any prohibition or limitation that exists pursuant to any applicable Requirement of Law and (k) customary and reasonable restrictions imposed by contained in any Governmental Authority agreements or arising by reason instruments governing Refinancing Incremental Equivalent Debt or Incremental Equivalent Debt and any refinancings, replacements, refundings, renewals or extensions thereof (without any increase (other than any such increase resulting from accrued interest and the amount of applicable Lawreasonable fees and expenses incurred, rule, regulation or order or make whole payments and premiums paid in connection with the Indebtedness being refinanced) in the principal amount thereof); provided that the terms of any licenseIndebtedness for borrowed money incurred by the Borrower, authorizationHoldings or any Subsidiary Guarantor on or after the Closing Date pursuant to Sections 7.2(a)(i), concession (ii) or permit(iii) or 7.2(s) and any refinancings, and replacements, refundings, renewals or extensions thereof shall expressly permit the creation, incurrence, assumption and/or sufferance of the Liens, from time to time, created, incurred and/or assumed pursuant to (lA) restrictions on cash the Loan Documents or other deposits (B) any documentation for any Indebtedness refinancing the Obligations (or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessany portion thereof) from time to time.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incurbecome subject to, assume or otherwise incur, or suffer to exist exist, any Lien upon any of its property or revenuesassets, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is or may become a party other than (a) this Agreement, the other Loan Documents, Documents and other agreements governing such Indebtednessunder any Hedge Agreement permitted under Section 8.11, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which casehereby, any if the prohibition or limitation shall therein is only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility agreements for the benefit of the holders of Liens described in Section 8.3(k) or a Permitted Foreign Receivables Facility permitted hereunder so long as 8.3(l) and applicable solely to the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, property subject to such Lien; (d) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with existing on the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiaryClosing Date and listed on Schedule 8.13(d), (e) covenants in documents creating Liens permitted by Section 8.3(k) prohibiting further Liens on the foregoing shall properties encumbered thereby; (f) any other agreement that does not apply restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations or securing any Credit Agreement Refinancing Indebtedness and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (g) covenants in any Indebtedness permitted pursuant to Section 8.2 to the extent such restrictions or conditions are no more restrictive, taken as a whole, than the restrictions and conditions in the Loan Documents or, in the case of subordinated Indebtedness, are market terms at the time of issuance or, in the case of Indebtedness of any Restricted Subsidiary that is not a Loan Party, are imposed solely on any Restricted Subsidiary that is not a Loan Party; (h) any prohibition or limitation that (1) exists pursuant to Requirements of Law or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (2) consists of customary restrictions and conditions contained in agreements any agreement relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with property permitted under Section 8.5 pending the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary consummation of such Person after the date hereofsale, provided that solely with respect to such agreements exist at the time property subject to such Person becomes a Restricted Subsidiary sale, (3) is contained in leases, subleases, licenses, sublicenses or such agreements are assumed and similar agreements, in each case case, so long as such provisions are not created in contemplation of or in connection with customary and such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale similar agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement were entered into in the ordinary course of business, (k4) restrictions exists in any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), (5) is imposed by any Governmental Authority amendments or arising refinancings that are otherwise permitted by reason the Loan Documents of applicable Lawthe contracts, ruleinstruments or obligations referred to in clauses (b), regulation (f), (g) or order (h)(4); provided that such amendments and refinancings are, taken as a whole, no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or the terms of any license, authorization, concession or permit, and refinancing; (li) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of business; (j) customary restrictions that arise in connection with any Lien permitted by Section 8.3 on any asset or property that is not, and is not required to be, Collateral that relates to the asset or property subject to such Lien; (k) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (i) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (l) customary provisions in joint venture agreements, partnership agreements or limited liability company governance documents and other similar agreements applicable to joint ventures or non-Wholly Owned Subsidiaries and applicable solely to such joint venture or non-Wholly Owned Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibitsprohibits or limits (other than a dollar limit, limits or imposes any condition upon provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of the Borrower Company or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Credit Documents to which it is a party other than (a) this Agreement, the other Loan Documents, Credit Documents and other agreements governing such Indebtednessthe Senior Notes, (b) any agreements governing any purchase money Liens or Capital Lease Obligations secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)) but excluding any Permitted Additional Debt, (c) any an agreement governing any Junior prohibiting only the creation of Liens securing Subordinated Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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 Subsidiaryapplicable law, (e) the foregoing shall not apply to restrictions and conditions contained in agreements by reason of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement assignments, subletting or other transfers contained in leases, licenses and other similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (kf) any prohibition or limitation that consists of customary restrictions imposed by and conditions contained in any Governmental Authority agreement relating to the sale or arising by reason of applicable Law, rule, regulation or order or the terms sale-leaseback of any licenseproperty permitted under this Agreement, authorization(g) documents, concession agreements or permitconstituent documents governing joint ventures, (h) any agreement in effect at the time a Subsidiary becomes a Subsidiary of the Company or any of its Subsidiaries as long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Company, (i) agreements permitted under subsection 8.12 and (lj) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, customary non-assignment provisions in each case, under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (c) any agreement governing any Junior Indebtednesscustomary restrictions on the assignment of leases, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentslicenses and other agreements, (d) any restrictions with respect to a Restricted agreement in effect at the time any Subsidiary imposed pursuant to an agreement becomes 1 [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. a Subsidiary of a Loan Party, so long as such agreement was not entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created solely in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedor, (f) in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)the foregoing, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the assets subject theretoscope of any restriction or condition contained therein, and (he) customary restrictions contained in Indebtedness incurred any restriction pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligationsany document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or depositf), (jm), (n), or (p) customary provisions restricting assignment or any agreement or option to Dispose any asset of any agreement entered into in Group Member, the ordinary course Disposition of business, (k) restrictions imposed which is permitted by any Governmental Authority or arising by reason other provision of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and this Agreements (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in provided that any such restriction relates only to the ordinary course of businessassets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower Holdings or any Restricted Subsidiary to create, incur, assume or suffer to exist incur any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on the assignment of leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (kd) any agreement in effect at the time any Person becomes a Restricted Subsidiary of the U.S. Borrower; provided, that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the U.S. Borrower, (e) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the U.S. Borrower (or the assets of a Restricted Subsidiary of the U.S. Borrower) pending such sale; provided, such restrictions and conditions apply only to the Restricted Subsidiary of the U.S. Borrower that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions imposed by and conditions existing on the Closing Date identified on Schedule 9.12 and any Governmental Authority amendments or arising by reason of applicable Law, rule, regulation modifications thereto so long as such amendment or order or modification does not expand the terms scope of any licensesuch restriction or condition in any material respect, authorization(g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 9.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or Non-Guarantor Subsidiaries, concession (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (i) agreements evidencing or permitgoverning Indebtedness permitted under Sections 9.2(b), (c), (d), (e), (f), (g), (j), (t) or (aa), and (lj) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of businessthe business of the U.S. Borrower and its Restricted Subsidiaries.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement, Agreement and the other Second Lien Loan Documents and any agreement related to any Permitted Indebtedness and the First Lien Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), (c) any agreement governing any Junior Indebtednesssoftware and other Intellectual Property licenses pursuant to which Holdings, Convertible Notesthe Borrower or such Subsidiary is the licensee or licensor of the relevant software or Intellectual Property, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than case may be, (in which case, any prohibition or limitation shall relate only to the corresponding provisions in assets subject of the Loan Documentsapplicable license), (d) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into Contractual Obligations incurred in connection with the Disposition ordinary course of all or substantially all business and on customary terms which limit Liens on the assets subject of the Capital Stock or assets of such Restricted Subsidiaryapplicable Contractual Obligation, (e) the foregoing shall not apply to restrictions and conditions contained in any agreements regarding Indebtedness of any Person that becomes a Restricted Non-Guarantor Subsidiary not prohibited under Section 6.1 (in which case, any prohibition or is merged into or consolidated with limited shall only be effective against the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Non-Guarantor Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedits Subsidiaries), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)prohibitions and limitations in effect on the date hereof and listed on Schedule 6.11, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions provisions contained in Indebtedness incurred pursuant joint venture agreements and other similar agreements applicable to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement joint ventures entered into in the ordinary course of business, (kh) restrictions imposed by any Governmental Authority customary provisions restricting the subletting or arising by reason of applicable Law, rule, regulation or order or the terms assignment of any licenselease governing a leasehold interest, authorization, concession (i) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 6.3 or permit, 6.4 and (lj) restrictions on cash or other deposits or net worth imposed by customersany agreement in effect at the time any Person becomes a Subsidiary, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts so long as such agreement was not entered into in the ordinary course contemplation of businesssuch Person becoming a Subsidiary.

Negative Pledge Clauses. Enter The Company Borrower shall not, and shall not6.10 permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on the assignment of leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement contracts entered into in the ordinary course of business, (kd) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or agreement in effect at the terms of time any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (e) customary restrictions and conditions contained in agreements relating to the ordinary course sale of business.a Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Amendment No. 4 Effective Date and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor -140-

Negative Pledge Clauses. Enter The Top Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Top Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement, the other Loan Documents and the First Lien Documents, and other agreements governing such Indebtedness, (b) any agreements evidencing or governing any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtednesscustomary restrictions on the assignment of leases, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentslicenses and contracts, (d) any restrictions with respect to agreement in effect at the time any Person becomes a Restricted Subsidiary imposed pursuant to an Subsidiary; provided that such agreement that has been was not entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets contemplation of such Person becoming a Restricted Subsidiary, (e) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary (or is merged into or consolidated with the Borrower or any assets of a Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of Subsidiary) pending such Person after the date hereof, sale; provided that such agreements exist at restrictions and conditions apply only to the time such Person becomes a Restricted Subsidiary that is to be sold (or whose assets are to be sold) and such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedsale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date and any agreement amendments or modifications thereto so long as such amendment or modification does not expand the scope of a Foreign Subsidiary governing Indebtedness permitted to be incurred any such restriction or permitted to exist under Section 8.2(t)condition in any material respect, (g) customary restrictions on leases, subleases, licenses under agreements evidencing or asset sale agreements governing or otherwise relating to Indebtedness of Non-Guarantor Subsidiaries permitted hereby so long as under Section 7.2; provided that such restrictions may relate Indebtedness is only with respect to the assets subject thereto, of Restricted Subsidiaries that are Non-Guarantor Subsidiaries and (h) customary restrictions contained provisions in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations)joint venture agreements, (i) restrictions arising in connection with cash or limited liability company operating agreements, partnership agreements, stockholders agreements and other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesssimilar agreements.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary of its Material Subsidiaries (other than Excluded Subsidiaries and Project Finance Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guaranty, other than (a) this Agreement, Agreement and the other Loan Documents, and (b) the ABL Credit Agreement or any other agreements governing such IndebtednessCredit Facility or Permitted Refinancing Indebtedness thereof, (bc) any agreements governing any purchase money Liens or Capital Lease Obligations Capitalized Leases or other secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby or securing such Indebtedness), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) customary non-assignment provisions in any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been contract or lease entered into in connection the Ordinary Course of Business and consistent with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiarypast practices, (e) the foregoing shall not apply to restrictions and conditions contained in agreements applicable law or any applicable rule, regulation, or order of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedGovernmental Authority, (f) any agreement provisions with respect to the disposition or distribution of a Foreign Subsidiary governing Indebtedness permitted to be incurred assets or permitted to exist under Section 8.2(t)property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course Ordinary Course of businessBusiness, (h) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was -not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower and is not applicable to any Person, or the properties or assets of any Person, other than such Subsidiary or such Subsidiary’s properties and assets, and (i) any instrument governing Indebtedness assumed in connection with any acquisition of any Person or asset and not incurred 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 properties or assets of the Person so acquired.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired acquired, to secure obligations under this Agreement or the other Loan Documents (regardless of amount) other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder pursuant to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the restrictions set forth therein are no more restrictive than maximum aggregate liabilities of Holdings, the corresponding provisions in the Loan DocumentsBorrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) any agreement governing Indebtedness of Holdings permitted hereby, or Indebtedness of a Qualified Parent Company, so long as such restrictions with are no more onerous in any material respect to than those contained in the CCH Senior Note Indenture as in effect on the Restatement Effective Date (other than restrictions based on satisfying 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 Subsidiaryleverage ratio condition), (e) the foregoing shall not apply prohibitions and limitations on the LaGrange Entities pursuant to restrictions and conditions contained the LaGrange Documents, (f) pursuant to agreements governing Indebtedness assumed in agreements connection with the acquisition of any Person that becomes a Restricted Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is merged into permitted under Section 7.2(f) or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of (l) and such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are Indebtedness was not created or incurred in contemplation of or in connection with such Person becoming a Restricted acquisition and such restrictions apply only to such acquired Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)and its Subsidiaries, (g) customary restrictions as contained in the documents governing Indebtedness permitted under Section 7.2(g) as in effect on leasesthe Restatement Effective Date, subleases, licenses (h) as contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or asset sale agreements otherwise permitted hereby in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions are no more onerous in any material respect than those contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing CCO Senior Note Indenture as in effect on the Obligations)Restatement Effective Date, (i) restrictions arising as contained in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or depositany QPC Indenture as in effect on the Restatement Effective Date, (j) customary provisions restricting assignment of any agreement in leases and licenses entered into in the ordinary course of businessbusiness or as required in any franchise permit, (k) customary restrictions imposed by any Governmental Authority or arising by reason in an agreement to Dispose of applicable Law, rule, regulation or order or assets in a transaction permitted under Section 7.5 solely to the terms of any license, authorization, concession or permit, extent that such restriction applies solely to the assets to be so Disposed and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into as contained in the ordinary course of businessSilo Credit Agreements or the Silo Guarantee and Collateral Agreements as in effect on the Restatement Effective Date.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 for the benefit of the Lenders with respect to the Obligations other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) 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, (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (e) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the foregoing shall Loan Documents or any Collateral securing the Obligations and does not apply require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations, (f) agreements by a Permitted Joint Venture to limit Liens on its assets under the terms of any Non-Recourse Indebtedness of such Permitted Joint Venture or the organizational documents with respect to such Permitted Joint Venture and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any Person that property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary or is merged into or consolidated with (other than the Borrower or any and its Restricted Subsidiary or agreements assumed from any Person in connection with Subsidiaries as a result of their becoming Restricted Subsidiaries of the acquisition of assets by Parent pursuant to, and as a result of, the Borrower or any Restricted Subsidiary of Restructuring), so long as such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are agreement was not created entered 106 into in contemplation of or in connection with such Person becoming a Restricted Subsidiary Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedProperties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired, (fvi) any agreement exists on the Closing Date (or, in the case of a Foreign Subsidiary governing Indebtedness permitted the Parent and its Subsidiaries (other than the Borrower and its Subsidiaries), on the Closing Date) and are listed on Schedule 7.10,7.10 (as supplemented pursuant to be incurred or permitted to exist under Section 8.2(tthe Parent Supplement (as defined in the Third Amendment)), (gvii) are customary restrictions on leases, subleases, licenses or asset sale provisions in joint venture agreements otherwise permitted hereby so long as such restrictions may relate and other similar agreements applicable to joint ventures to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits extent permitted under Sections 8.3 this Agreement, or 8.7 and limited to such cash or deposit, (jviii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions is imposed by any Governmental Authority amendments or arising refinancings that are otherwise permitted by reason of applicable Law, rule, regulation or order the Loan Documents or the terms contracts, instruments or obligations referred to in this Section 7.10; provided, that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or refinancing (as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of any licensethe Borrower (or, authorizationon and after the Third Amendment Effective Date, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessParent)).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired other than (a) this Agreement, the other Loan Documents, Documents and other agreements documents governing such Indebtednessany Incremental Equivalent Debt, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, the Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan DocumentsSale Leaseback, (d) 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, (e) customary provisions in leases, licenses and other contracts restricting the foregoing shall assignment thereof, (f) any licenses in connection with the Subject IP, (g) any other agreement that does not apply restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in agreements any agreement relating to any transaction permitted under Section 8.4 or the sale of any Person that becomes property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a Restricted Subsidiary or is merged into or consolidated with the Borrower or leasehold interest of any Restricted Subsidiary or agreements assumed from Group Member, (iv) exists in any Person agreement in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person Subsidiary becomes a Restricted Subsidiary or of the Borrower, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedProperty or assets of any Person, other than the Person or the Property or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (c), (d), (e), (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (gg)(iv) customary restrictions on leasesor (g)(v); provided, subleasesthat such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or refinancing (as determined in good faith and, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate if requested by the Administrative Agent, certified in writing to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict Administrative Agent by a Responsible Officer of the Liens securing the ObligationsBorrower), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits, prohibits or limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary 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 acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement, Agreement and the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (c) any agreement governing any Junior Indebtednesscustomary restrictions on the assignment of leases, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documentslicenses and other agreements, (d) any restrictions agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Restricted Subsidiary imposed pursuant to an Lien upon Excluded Assets, and (ii) such agreement that has been was not entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created solely in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedor, (f) in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)the foregoing, (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the assets subject theretoscope of any restriction or condition contained therein, and (he) customary restrictions contained in Indebtedness incurred any restriction pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligationsany document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or depositm), (jn) customary provisions restricting assignment and (p) or any agreement or option to Dispose any asset of any agreement entered into in Group Member, the ordinary course Disposition of business, (k) restrictions imposed which is permitted by any Governmental Authority or arising by reason other provision of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and this Agreements (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in provided that any such restriction relates only to the ordinary course of businessassets or property subject to such Lien or being Disposed).