Common use of Inconsistent Agreements Clause in Contracts

Inconsistent Agreements. Borrower shall not, nor shall it permit any of its Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Guarantee hereof or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any indebtedness owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtedness, Capital Leases and other indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtedness, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Borrower shall not, nor not and shall it not permit any of its Subsidiaries to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof Subsidiary from granting to Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any indebtedness Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Subsidiary, or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any indebtedness Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any indebtedness Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing any Subordinated Debt and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

Inconsistent Agreements. The Borrower shall not, nor shall it permit any of its Subsidiaries to, not enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any of its Subsidiaries Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Guarantee hereof Subsidiary from granting to the Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any indebtedness Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Subsidiary Subsidiary, other than than, in each case, (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets (other than Permitted Liens) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any indebtedness Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing any Subordinated Debt, Approved AR Loan Facility, or Ligand Royalty Agreement and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into into, or be a party to, any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any of its Subsidiaries Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Guarantee hereof Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiaryanother Loan Party, or pay any indebtedness Debt owed to Borrower or any other Subsidiarya Loan Party, (ii) make loans or advances to Borrower or any Subsidiary, Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtedness, Debt and Capital Leases and other indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt, and (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) agreements and licenses entered into by a Loan Party in the ordinary course of business containing customary provisions restricting the assignment of such agreements, (D) contractual encumbrances or restrictions in effect under Debt disclosed on Schedule 11.1, (E) any restriction imposed pursuant to an agreement entered into for the sale or disposition of Capital Securities or assets not prohibited by this Agreement, (F) any restrictions imposed by any agreement relating to secured Debt permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Debt, (G) customary restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 11.8, and (H) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary and such agreement does not apply to assets of the Company or any other Subsidiary.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any indebtedness Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing any Subordinated Debt, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any indebtedness Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any indebtedness Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party other than than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtedness, Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Borrower shall not, nor shall it permit any of its Subsidiaries to, enter Enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other party obligated hereunder of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other party obligated hereunder from granting to Collateral Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other party obligated hereunder to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any indebtedness Indebtedness owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, other party obligated hereunder or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary party obligated hereunder, other than than, in the case of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtedness, Capital Leases Permitted Indebtedness and other indebtedness secured Indebtedness or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessIndebtedness or the property leased or licenses, and (CB) customary provisions provision in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document and (E) customary provisions in contracts for the disposition of any assets: provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any indebtedness Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, and (D) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement agreement, including without limitation any amendments to existing agreements, containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any of its Subsidiaries Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Guarantee hereof Loan Party from granting to the Collateral Agent and the Lenders, a Lien on any of its assets, now or hereafter acquired, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any indebtedness Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party; other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtedness, Debt and (C) customary provisions in leases leases, Joint Venture agreements (created in the ordinary course consistent with past practices) and other contracts restricting the assignment thereof. The Company shall use its best efforts to avoid entering into Joint Venture agreements which would violate the foregoing terms of this Section 11.8.

Inconsistent Agreements. Borrower shall not, nor shall it permit any of its Subsidiaries to, Not enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by Borrower or any of its Subsidiaries Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Guarantee hereof Loan Party from granting to Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to any Loan Party that is the Borrower or any other Subsidiarya Guarantor, or pay any indebtedness Debt owed to any Loan Party that is the Borrower or any other Subsidiarya Guarantor, (ii) make loans or advances to any Loan Party that is the Borrower or any Subsidiarya Guarantor, or (iii) transfer any of its assets or properties to any Loan Party that is the Borrower or any other Subsidiary a Guarantor, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtedness, Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any indebtedness Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof., (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing any Subordinated Debt and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder. #155151395

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any indebtedness Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or the ACF Loan Documents or any loan documents governing an Equivalent Credit Line as approved by Agent and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any indebtedness Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing any Subordinated Debt or the Debt permitted to be incurred pursuant to Section 7.1(c) and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

Inconsistent Agreements. Borrower shall agrees that it will not, nor shall it and not permit any of its Subsidiaries other Parent Entity to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries Credit Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Guarantee hereof Parent Entity from granting to Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryParent Entity, or pay any indebtedness Indebtedness owed to Borrower or any other SubsidiaryParent Entity, (ii) make loans or advances to Borrower or any Subsidiary, Parent Entity or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Parent Entity, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary of Parent (other than Borrower) pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessIndebtedness, Capital Leases and other indebtedness secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtedness, Indebtedness and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. No Borrower shall not, nor and shall it not permit any of its Subsidiaries Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by any Borrower hereunder or by the performance by any Borrower or any of its Subsidiaries Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Guarantee hereof Borrower or any Subsidiary from granting to the Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to any Borrower or any other Subsidiary, or pay any indebtedness Debt owed to any Borrower or any other Subsidiary, (ii) make loans or advances to any Borrower or any other Subsidiary, or (iii) transfer any of its assets or properties to any Borrower or any other Subsidiary Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. The Borrower shall not, nor not and shall it not permit any of its Subsidiaries to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any of its Subsidiaries Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Guarantee hereof Subsidiary from granting to Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any indebtedness Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Subsidiary Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any indebtedness Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing any Subordinated Debt or Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

Inconsistent Agreements. Borrower Each of the Loan Parties shall not, nor and shall it not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower or any of its Subsidiaries Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Guarantee hereof Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any indebtedness Indebtedness owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessIndebtedness, Capital Leases and other indebtedness secured Indebtedness permitted by this Agreement if only to the extent such restrictions or conditions apply only to the property or assets securing such indebtedness, Indebtedness and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Note Party or Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Companies hereunder or by the performance by Borrower the Companies or any of its Subsidiaries other Note Party of any of its Obligations hereunder or under any other Loan Investment Document, (b) prohibit the Companies or any Guarantee hereof other Note Party from granting to Agent and Purchasers a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Note Party to (i) pay dividends or make other distributions to Borrower the Companies or any other Subsidiary, or pay any indebtedness Debt owed to Borrower the Companies or any other Subsidiary, (ii) make loans or advances to Borrower the Companies or any Subsidiary, other Note Party or (iii) transfer any of its assets or properties to Borrower the Companies or any other Subsidiary Note Party other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary capital stock or assets to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt, and (C) customary provisions in leases leases, licenses and other contracts restricting the assignment thereofthereof and (D) the Senior Debt Documents.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached in any material respect by any borrowing by the Borrower hereunder or by the performance by Borrower or any of its Subsidiaries Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Guarantee hereof Loan Party from granting to the Agent and the Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Loan Party to (i) pay dividends or make other distributions to the Borrower or any other SubsidiaryLoan Party, or pay any indebtedness Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness leases, subleases, licenses and sublicenses, in each case, permitted by this Agreement Agreement, if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the assets or property leased, and subleased, licensed or sublicensed, (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document, (E) customary provisions in contracts for the disposition of any assets, but only to the extent that the restrictions in such contract apply to the assets that are, or Subsidiary that is, to be disposed of and such disposition is permitted by this Agreement and (F) restrictions entered into in the ordinary course of business with respect to off-the-shelf software programs that limit the ability to grant a security interest in such software programs.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing Borrowing by any Borrower hereunder or by the performance by Borrower or any of its Subsidiaries Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Guarantee hereof Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to any Borrower or any other Subsidiary, or pay any indebtedness Debt owed to any Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtedness, and Debt; (C) customary provisions in leases and other contracts restricting the assignment thereof; and (D) restrictions on any Special Purpose Finance Subsidiary and assets of such Special Purpose Finance Subsidiary, which restrictions are contained in the applicable Permitted Receivables Facility for which such Special Purpose Finance Subsidiary was created.

Inconsistent Agreements. The Borrower shall not, nor and shall it not permit any of its Subsidiaries Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any of its Subsidiaries Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Guarantee hereof Subsidiary from granting to the Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any indebtedness Indebtedness owed to the Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Subsidiary Subsidiary, other than (A1) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B2) restrictions or conditions imposed by the Cash America Credit Agreement or any agreement relating to purchase money indebtednessIndebtedness, Capital Leases and other indebtedness secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property Property or assets securing such indebtednessIndebtedness, and (C3) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. The Borrower shall not, nor and shall it permit any cause each of its Subsidiaries to not, and not permit any other Borrower Affiliate Party to, enter into any agreement (except agreements relating to the Permitted Senior Debt) containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by any Borrower or any of its Subsidiaries Affiliate Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower from granting to the Agent and the Lenders, a Lien on any Guarantee hereof of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of Borrower or any of its Subsidiaries to (i) pay dividends or make other distributions to the Borrower or any other SubsidiarySubsidiary of Borrower, or pay any indebtedness Indebtedness owed to the Borrower or any other Subsidiary, (ii) make loans or advances to any Borrower or any Subsidiary, Affiliate Party or (iii) transfer any of its assets or properties to any Borrower or any other Subsidiary Affiliate Party, other than (Aa) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (Bb) restrictions or conditions imposed by any agreement relating to purchase money indebtednessIndebtedness, Capital Leases capital leases and other indebtedness secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtedness, Indebtedness and (Cc) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any indebtedness Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof., (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or the ACF Loan Documents or any loan documents governing an Equivalent Credit Line as approved by Agent and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder. #35074903_v10

Inconsistent Agreements. The Borrower shall not, nor and shall it not permit any of its Subsidiaries Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any of its Subsidiaries Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Guarantee hereof Subsidiary from granting to the Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any indebtedness Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Subsidiary Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any of its Subsidiaries other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Guarantee hereof other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any indebtedness Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt or the property leased or licensed, and (CB) customary provisions in leases and other contracts restricting the assignment thereof., (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder. [Solsys Medical] A&R Credit Agreement

Inconsistent Agreements. Borrower The Borrowers shall not, nor not and shall it not permit any of its Subsidiaries to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower the Borrowers or any of its Subsidiaries Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrowers or any Guarantee hereof Subsidiary from granting to Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to Borrower the Borrowers or any other Subsidiary, or pay any indebtedness Debt owed to Borrower the Borrowers or any other Subsidiary, (ii) make loans or advances to Borrower the Borrowers or any other Subsidiary, or (iii) transfer any of its assets or properties to Borrower the Borrowers or any other Subsidiary Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Neither the Borrower nor any Guarantor shall not, nor shall it permit any of its Subsidiaries to, enter into any material agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any of its Subsidiaries Guarantor of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Guarantee hereof Guarantor from granting to the Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any indebtedness Debt owed to the Borrower or any other SubsidiaryGuarantor, (ii) make loans or advances to the Borrower or any Subsidiaryother Guarantor, or (iii) transfer any of its assets or properties to the Borrower or any other Subsidiary Guarantor, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessPermitted Debt, Capital Leases and other indebtedness permitted secured Permitted Debt by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessPermitted Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any of its Subsidiaries Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Guarantee hereof Loan Party from granting a Lien on any of its assets to Administrative Agent and the Lenders (provided, however, that this clause (b) shall not be deemed to be violated by Company entering into any Term Indebtedness Documents or the Other Bank Documents), or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any indebtedness Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any Subsidiary, Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt, and (C) customary provisions in leases and other contracts restricting the assignment thereof, and (D) restrictions on the ability of the Centene Plaza Subsidiary to pay dividends or make other distributions to the Company or any other Subsidiary.

Inconsistent Agreements. Borrower The Borrowers shall not, nor not and shall it not permit any of its Subsidiaries to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower the Borrowers or any of its Subsidiaries Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrowers or any Guarantee hereof Subsidiary from granting to the Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any of its Subsidiaries Subsidiary to (i) pay dividends or make other distributions to Borrower the Borrowers or any other Subsidiary, or pay any indebtedness Debt owed to Borrower the Borrowers or any other Subsidiary, (ii) make loans or advances to Borrower the Borrowers or any other Subsidiary, or (iii) transfer any of its assets or properties to Borrower the Borrowers or any other Subsidiary Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money indebtednessDebt, Capital Leases and other indebtedness secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such indebtednessDebt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.