Common use of Restrictive Agreements Clause in Contracts

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to (a) make Restricted Payments, including, without limitation, to pay dividends or other distributions with in respect to of any shares Equity Interests of its capital stock or to such Restricted Subsidiary, (b) make or repay loans or advances to the Borrower or any other Subsidiary Restricted Subsidiary; or to (c) Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law Law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 6.08 6.07 (but shall apply to any amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of the Equity Interests in or assets of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold or owns such assets and such sale is permitted hereunder, (iv) clause (a) any requirement in any agreement to which the Borrower or any Restricted Subsidiary is a party or by which the Borrower or a Restricted Subsidiary is bound requiring the Borrower or any Restricted Subsidiary to provide a guaranty of the foregoing shall not apply to restrictions obligations arising under such agreement and related instruments if it provides a guaranty of obligations of the Borrower or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessRestricted Subsidiary arising under another agreement, (v) clause (a) of restrictions contained in, or existing by reason of, any agreement or instrument relating to any Restricted Subsidiary at the foregoing shall time such Restricted Subsidiary was merged or consolidated with or into, or acquired by, the Borrower or a Restricted Subsidiary or became a Restricted Subsidiary and not apply to customary provisions created in leases and other contracts restricting the assignment contemplation thereof, (vi) restrictions contained in the foregoing shall not apply to such restrictions and conditions applicable to any governing documents of a Restricted Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition that is less than wholly owned and (vii) the foregoing shall not apply to one or more Subsidiaries having any other agreement if the Borrower reasonably concludes with approval of the Administrative Agent that the entering into such restriction or condition so long as any such Subsidiary is agreement could not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries reasonably be expected to result in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year failure of the Borrower and to comply with Section 6.10; provided that no such approval of the Subsidiaries, taken as Administrative Agent shall constitute a wholewaiver of any default of Section 6.10.

Restrictive Agreements. The Borrower NAI will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower NAI or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower NAI or any other Subsidiary or to Guarantee Indebtedness of the Borrower NAI or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, by any Operative Document, by any document relating to NAI’s unsecured syndicated revolving credit facility from certain lenders and JPMorgan Chase Bank, National Association as administrative agent, by NAI’s Secured Revolver, or by this Agreementany document relating to NAI’s synthetic lease facilities, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.06 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the such assets or such Subsidiary that is are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement the Operative Documents if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses, joint venture agreements and other contracts agreements entered into in the ordinary course of business restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other contractual arrangement to which it is a party or by which its property is bound that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) assets for the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness benefit of the Borrower or any other SubsidiarySecured Parties under the Loan Documents; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, by any Loan Document, by the Senior Secured Note Documents, by the Senior Subordinated Note Documents or by this Agreementany Vendor Debt, (ii) the foregoing shall not apply to restrictions and conditions (A) existing on the date hereof identified on Schedule 6.08 6.10 and (but shall apply B) to the extent any amendment such restrictions or modification expanding conditions permitted by clause (A) is set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension, refunding, replacement or refinancing of such Indebtedness so long as such renewal, extension, refunding, replacement or refinancing does not expand the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, ; provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause the foregoing shall not apply to any agreement or other instrument of a Person acquired in a Permitted Acquisition or other investment permitted by Section 6.04 in existence at the time of such Permitted Acquisition (abut not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired; (v) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such (A) customary restrictions and conditions provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are permitted hereunder, (B) customary provisions restricting subletting or assignment of any Subsidiary acquired after lease governing a leasehold interest or (C) customary provisions restricting assignment of any agreement entered into in the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation ordinary course of such acquisition business and (vii) the foregoing shall not apply to one restrictions or more Subsidiaries having conditions imposed by any such restriction or condition so long as any such agreement relating to Indebtedness of a Subsidiary that is not a Material Subsidiary, and each such Subsidiary together with all Loan Party that is permitted by Section 6.01 or to any cash or other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholedeposits permitted by Section 6.02.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof. Notwithstanding anything herein to the contrary, the provisions of this Agreement (viincluding, without limitation under this Section 6.09) the foregoing shall not apply to such restrictions and conditions applicable to prohibit the use by Borrower, Guarantor, or any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation (including Property Subsidiary) of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken Acceptable Unencumbered Properties as a wholeborrowing base for other Unsecured Debt.

Restrictive Agreements. The Borrower Company will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions imposed by the Senior Subordinated Notes Indentures, any New Senior Subordinated Notes Indenture, any New Senior Notes Indenture or the Senior Notes Indenture (or any indenture governing Permitted First Lien Notes or any applicable governing agreement for any Refunding Indebtedness or Permitted Securitization Financing), (iii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Restatement Effective Date identified on Schedule 6.08 7.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iiiiv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition thereof and (vii) the foregoing shall not apply to one or more Subsidiaries having restrictions created in connection with any such restriction or condition so long as any such Subsidiary is not a Material SubsidiaryPermitted Securitization Financing that, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% good faith determination of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeCompany are necessary or advisable to effect such Permitted Securitization Financing.

Restrictive Agreements. The Neither Holdings nor the Parent Borrower will, nor will not, and will not they permit any of the Subsidiaries Restricted Subsidiary or Intermediate Parent to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, any Intermediate Parent, the Parent Borrower or any other Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure the Secured Obligations or (b) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing clauses (a) and (b) shall not apply to any such restrictions that (i) (x) exist on the date hereof and conditions imposed by law or (to the extent not otherwise permitted by this AgreementSection 6.10) are listed on Schedule 6.10 and (y) any renewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, (ii) (x) are binding on a Restricted Subsidiary at the foregoing shall time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not apply to restrictions entered into solely in contemplation of such Person becoming a Restricted Subsidiary and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to y) any amendment renewal or modification expanding extension of a restriction permitted by clause (ii)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of, any of such restriction or condition)restrictions, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale represent Indebtedness of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale not a Loan Party that is permitted hereunderby Section 6.01, (iv) clause are customary restrictions that arise in connection with any Disposition permitted by Section 6.05 applicable pending such Disposition solely to the assets subject to such Disposition, (av) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the foregoing shall not apply extent any negative pledge relates to the property financed by or securing such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are imposed by Requirements of Law, (viii) are customary restrictions contained in leases, subleases, licenses or conditions asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (ix) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if pursuant to Section 6.01(a)(v) to the extent that such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vx) clause (a) of the foregoing shall not apply to are customary provisions in leases and other contracts restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the assignment thereofParent Borrower or any Restricted Subsidiary, (vixi) are customary provisions restricting assignment of any license, lease or other agreement, (xii) are restrictions on cash (or Permitted Investments) or deposits imposed by customers under contracts entered into in the foregoing shall not apply to ordinary course of business (or otherwise constituting Permitted Encumbrances on such restrictions and conditions applicable to cash or Permitted Investments or deposits) or (xiii) are customary net worth provisions contained in real property leases or licenses of Intellectual Property entered into by the Parent Borrower or any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition Restricted Subsidiary, so long as any the Parent Borrower has determined in good faith that such Subsidiary is net worth provisions could not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in reasonably be expected to impair the aggregate shall not account for more than 10% ability of the gross revenues for the most recently ended fiscal year of the Parent Borrower and the Subsidiaries, taken as a wholeits subsidiaries to meet their ongoing obligation.

Restrictive Agreements. The Borrower It will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower it or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower MLP or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) clause (b) of the foregoing shall not apply to restrictions and conditions imposed by any Hybrid Equity Securities that by their terms are expressly subordinated in right of payment to any MLP Obligations during any period in which the issuer thereof has elected to defer interest thereon in accordance with the terms of such Hybrid Equity Securities, provided that in no event shall any such agreement or arrangement prohibit or restrict or impose any condition upon the ability of (A) any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests directly owned by the MLP, the Borrower or any of their respective Wholly-Owned Subsidiaries, (B) any Restricted Subsidiary to make or repay loans or advances to the MLP, the Borrower or any of their respective Wholly-Owned Subsidiaries or (C) the Borrower or any Guarantor from making any payments of principal, interest or other amounts owing hereunder or under any other Loan Document (including the MLP Obligations) or guaranteeing any of the MLP Obligations, (iii) the foregoing shall not apply to restrictions and conditions (x) existing on the date hereof of this Agreement identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition)condition so as to cause such restriction or condition to be more restrictive than the restriction or condition in existence on the date of this Agreement) or (y) arising or agreed to after the date of this Agreement; provided that such restrictions or conditions arising or agreed to after the date of this Agreement are not more restrictive than the restrictions and conditions existing on the date of this Agreement, (iiiiv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, ; provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, thereof and (vivii) clause (a) of the foregoing shall not apply to such any prohibitions or restrictions and conditions applicable on the Borrower, any Restricted Subsidiary or any Securitization Entity pursuant to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeSecuritization Transaction permitted hereunder.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary (or the Equity Interests thereof) that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, (v) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 of the Disclosure Letter and any amendments or modifications thereof that do not materially expand the scope of any such restriction or condition taken as a whole, (vi) the foregoing shall not apply to restrictions imposed by any amendment or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (i) or (v) of this Section 6.08, provided that such restrictions and conditions applicable to amendments or refinancings do not materially expand the scope of any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and restriction or condition, (vii) the foregoing shall not apply to one any restriction arising under or in connection with any agreement or instrument governing Equity Interests of any joint venture that is formed or acquired after the Effective Date in accordance with this Agreement, (viii) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted by Section 6.03 pending the consummation of such disposition, (ix) the foregoing shall not apply to customary provisions restricting the transfer or encumbrance of the specific property subject to a Lien permitted by Section 6.02, (x) the foregoing shall not apply to restrictions or conditions set forth in any agreement governing Indebtedness permitted by Section 6.01 (including any refinancings thereof); provided that such restrictions and conditions are customary for such Indebtedness and are no more Subsidiaries having any such restriction restrictive, taken as a whole, than the comparable restrictions and conditions set forth in this Agreement as determined in the good faith judgment of the Board of Directors of the Borrower and (xi) the foregoing shall not apply to restrictions on cash or condition other deposits (including escrowed funds) or net worth imposed under contracts entered into in the ordinary course of business so long as any the Borrower has determined in good faith that such Subsidiary is restrictions or net worth provisions would not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in reasonably be expected to impair the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year ability of the Borrower and the Subsidiaries, taken as a wholeother Subsidiaries to meet their obligations under the Loan Documents.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist (or permit any of the Subsidiaries to, directly or indirectly, Subsidiary to enter into, incur or permit to exist exist) any agreement or other arrangement that that, directly or indirectly, prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness guarantee Debt of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or regulation or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions contained in agreements existing on the date hereof identified on Schedule 6.08 5.03(m) and any extension, renewal, amendment, modification, supplement or replacement of any such agreements, so long as such extension, renewal, amendment, modification, supplement or replacement does not expand in any material respect the scope of any restriction or condition contemplated by this Section 5.03(m) contained therein, (but iii) the foregoing shall not apply to restrictions and conditions contained in any amendment or modification expanding agreement in effect at the scope oftime any Subsidiary becomes a Subsidiary of the Borrower, any so long as such restriction or condition)condition 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 of the Borrower, as such agreement may be extended, renewed, amended, modified, supplemented or replaced, so long as such extension, renewal, amendment, modification, supplement or replacement does not expand in any material respect the scope of any restriction or condition contemplated by this Section 5.03(m) contained therein, (iiiiv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivv) the foregoing shall not apply to customary restrictions and conditions in joint venture agreements and other similar agreements entered into in the ordinary course of business relating to such joint venture and any Equity Interests issued by such joint venture, (vi) the foregoing shall not apply to customary restrictions and conditions restricting assignment of any agreement entered into in the ordinary course of business, (vii) the foregoing shall not apply to customary net worth provisions contained in real property leases entered into by the Borrower or any of its Subsidiaries, 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 the Borrower or any of its Subsidiaries to meet their ongoing obligations, (viii) the foregoing shall not apply to restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (ix) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Debt permitted by this Agreement to the extent such restrictions or conditions are customary in agreements governing Debt of such type and in any event so long as such agreement is not materially more restrictive (taken as a whole) than the Credit Documents (as determined by the Borrower in good faith), (x) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any extension, refunding, modification, replacement, renewal or refinancing of Debt permitted by this Agreement to the extent such restrictions or conditions are not materially more restrictive (taken as a whole) than the Debt being extended, refunded, modified, replaced, renewed or refinanced, as applicable (as determined by the Borrower in good faith), (xi) the foregoing shall not apply to restrictions or conditions on assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions and conditions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (xii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessDebt, (vxiii) clause (a) of the foregoing shall not apply to customary provisions restrictions and conditions contained in leases the document relating to any Lien other than relating to Debt, so long as (A) such Lien is a Lien permitted by Section 5.03(a) and other contracts restricting such restrictions or conditions relate only to the assignment thereofspecific asset subject to such Lien and (B) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 5.03(m), and (vixiv) the foregoing shall not apply to restrictions or conditions imposed by the Holdco Credit Agreement as of the Effective Date or as refinanced or replaced, in each case so long as such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall Holdco Credit Agreement as refinanced or replaced are not account for materially more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, restrictive (taken as a whole) on the Borrower and its Subsidiaries than those in the Holdco Credit Agreement as in effect on the Effective Date.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets (other than any Excluded Assets (as defined in the Collateral Agreement)) to secure the Obligations or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiaryObligations; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this AgreementAgreement or any other Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on imposed by the date hereof identified on Schedule 6.08 definitive documentation in respect of (but shall apply to x) any amendment Alternative Incremental Facility Debt or modification expanding Credit Agreement Refinancing Indebtedness, (y) any Refinancing Indebtedness in respect thereof or (z) any other Indebtedness permitted by Section 6.01; provided that such restrictions and conditions when taken as a whole are no more restrictive in any material respect than the scope of, any such restriction or conditionrestrictions and conditions in the Loan Documents (as reasonably determined by the Borrower in consultation with the Administrative Agent), (iiiC) in the foregoing shall case of any Restricted Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to such Restricted Subsidiary and to the Equity Interests of such Restricted Subsidiary, (D) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets of the Borrower or any Restricted Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to such Restricted Subsidiary or the Subsidiary assets that is are to be sold and and, in each case, such sale is permitted hereunder, and (ivE) restrictions and conditions existing on the Effective Date and identified on Schedule 6.09 (or to any extension or renewal of, or any amendment, modification or replacement not expanding the scope of, any such restriction or condition); (ii) clause (a) of the foregoing shall not apply to (A) restrictions or and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Section 6.01 if such restrictions or and conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (vB) customary provisions in leases and other agreements restricting the assignment thereof; and (iii) clause (ab) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable imposed by any agreement relating to Indebtedness of any Restricted Subsidiary acquired after in existence at the date hereof time such Restricted Subsidiary became a Restricted Subsidiary and otherwise permitted by Section 6.01 if such restrictions and conditions existed at the time apply only to such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Restricted Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist, or permit any of the its Material Subsidiaries to, directly or indirectly, enter into, incur or permit to exist exist, any agreement or other arrangement (excluding financial covenants under agreements evidencing Indebtedness permitted hereunder) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Harley or any Subsidiary of its Material Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of any Material Subsidiary of Harley to pay cash dividends or other cash distributions with respect to any shares holders of its capital stock Voting Stock or to make or repay loans or advances to the Borrower Harley or any other Subsidiary of Harley or to Guarantee guarantee Indebtedness of the Borrower Harley or any other SubsidiarySubsidiary of Harley; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Finance Receivables Securitization, or the sale of a Subsidiary (or its assets) pending such sale, sale provided such restrictions and conditions apply only to the Subsidiary (or its assets) that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, thereof and (viv) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after agreement in effect (A) on the date hereof if such restrictions and conditions existed set forth on Schedule 6.2.8 or (B) at the time a Person becomes a Material Subsidiary of Harley, so long as such Subsidiary agreement was acquired not entered into in contemplation thereof, in each case as amended from time to time and were including any renewal, extension, refinancing or replacement thereof to the extent that such renewal, extension, refinancing or replacement does not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having contain any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for type prohibited by this Section 6.2.8 which is more restrictive or onerous in any material respect on Harley or any of its Material Subsidiaries than the most recently ended fiscal year original restrictions and/or conditions of the Borrower and the Subsidiaries, taken as a wholetype prohibited by this Section 6.2.8 contained in such original agreement or other arrangement.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts similar agreements restricting the assignment thereof, thereof and (viv) the foregoing clause (a) shall not apply to such negative pledge covenants contained in any agreements relating to Indebtedness permitted to be incurred pursuant to the provisions of this Agreement that (i) are not in any respect more restrictive than the restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created contained in anticipation of such acquisition this Agreement and (viiii) do not prohibit the foregoing shall not apply granting of Liens to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in secure the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeObligations.

Restrictive Agreements. The (a) Neither Holdings nor the Borrower will, nor will not, and will not they permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to the Secured Parties securing the Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, Senior Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessIndebtedness and the proceeds thereof, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) clause (a) of the foregoing shall not apply to such restrictions and or conditions applicable imposed by any agreement related to any Indebtedness incurred by a Subsidiary acquired after prior to the date hereof if such restrictions and conditions existed at the time on which such Subsidiary was acquired and were by Holdings (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (vii) clause (a) of the foregoing shall not created apply to restrictions or conditions imposed by any agreement related to the refinancing of Indebtedness, provided that the terms of any such restrictions or conditions are not materially less favorable to the Lenders than the restrictions or conditions contained in anticipation of such acquisition the predecessor agreements and (viiviii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries customary provisions in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholejoint venture agreements.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Restricted Subsidiary of Parent to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of Holdings to repay loans or advances made to Holdings by the Borrower on and after the consummation of a Holdco Transaction, or (c) the ability of any Restricted Subsidiary of Parent to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Parent or any other Restricted Subsidiary of Parent or of any Restricted Subsidiary of Parent to Guarantee Indebtedness of the Borrower or any other SubsidiaryRestricted Subsidiary of Parent under the Loan Documents; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 6.08 6.5 to the Disclosure Letter (but and shall apply to any extension or renewal of, or any amendment or modification materially expanding the scope of, any such restriction restrictions or conditionconditions taken as a whole), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of Parent or assets of Parent or any Restricted Subsidiary of Parent pending such sale, ; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is or assets to be sold and such sale is permitted not prohibited hereunder, (iv) the foregoing shall not apply to any agreement or restriction or condition in effect at the time any Person becomes a Restricted Subsidiary of Parent, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Parent, (v) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Incremental Equivalent Debt or any other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vvii) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting the assignment thereofthereof or restricting the grant of Liens in such lease, license, sub-lease, sub-license or other contract, (viviii) the foregoing shall not apply to restrictions or conditions set forth in any agreement governing any other Indebtedness not prohibited by Section 6.2; provided that such restrictions and conditions applicable to any Subsidiary acquired after are customary for such Indebtedness as determined in the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation good faith judgment of such acquisition Parent, and (viiix) the foregoing shall not apply to one restrictions on cash or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries deposits (including escrowed funds) imposed under contracts entered into in the aggregate shall not account for more than 10% ordinary course of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholebusiness.

Restrictive Agreements. The Borrower and each other Obligor will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure the Obligations or (b) the ability of (i) any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to any Obligor or any other Restricted Subsidiary, (ii) on and after the consummation of a Holdco Transaction, Holdings to repay loans or advances to the Borrower or (iii) any Obligor or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiaryObligor under the Loan Documents (other than Indebtedness with respect to which such Person is the primary obligor); provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to prohibitions, restrictions and conditions existing on the date hereof identified on Schedule 6.08 Section 6.07 of the Borrower Disclosure Letter (but shall apply to and any amendment amendments or modification expanding modifications thereof that do not materially expand the scope of, of any such prohibition, restriction or condition), (iii) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Subsidiary (other than the Borrower) or assets of any Obligor or any of its Subsidiaries pending such sale, ; provided such restrictions and conditions apply only to the Subsidiary that is or assets to be sold and such sale is permitted not prohibited hereunder, (iv) the foregoing shall not apply to any agreement, prohibition, or restriction or condition in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary (and any amendments or modifications thereof that do not materially expand the scope of any such prohibition restriction or condition), (v) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured purchase money Indebtedness or Capital Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vvii) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting the assignment thereof, (viviii) the foregoing shall not apply to restrictions or conditions set forth in any agreement governing Indebtedness not prohibited by Section 6.01; provided that such restrictions and conditions applicable to any Subsidiary acquired after are customary for such Indebtedness and are not materially more restrictive, taken as a whole, than the date hereof if comparable restrictions and provisions in the Loan Documents; provided, further, that such restrictions and conditions existed at prohibitions do not prohibit the time such Subsidiary was acquired Obligations from being equally and were not created in anticipation of such acquisition and ratably secured as required by this Agreement (viior secured on a senior basis) on terms reasonably satisfactory to the Administrative Agent, (ix) the foregoing shall not apply to one restrictions on cash or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries deposits (including escrowed funds) imposed under contracts entered into in the aggregate ordinary course of business or restrictions imposed by the terms of a Lien permitted under Section 6.02 on the property subject to such Lien and (x) the foregoing shall not account for more than 10% apply to any consents or approvals required by the Organizational Documents (as defined in the Security Agreement) of the gross revenues for the most recently ended fiscal year Parent or any stockholder’s or investor’s rights or similar agreements of the Borrower and the Subsidiaries, taken as a wholeParent.

Restrictive Agreements. The Administrative Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Administrative Borrower or any Subsidiary to create, incur or permit to exist any Lien securing the Obligations upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Administrative Borrower or any other Subsidiary or to Guarantee Indebtedness of the Administrative Borrower or any other Subsidiary; provided that (i) the foregoing clauses (a) and (b) shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing clauses (a) and (b) shall not apply to restrictions and conditions (x) existing on the date hereof identified on Schedule 6.08 6.6 (but shall apply to any extension, renewal, amendment or modification modification, in each case, expanding the scope of, any such restriction or condition)) or (y) pursuant to the provisions governing Indebtedness permitted pursuant to clause (h) of Section 6.1, so long as such restrictions are not more restrictive than any restriction in this Agreement, (iii) the foregoing clauses (a) and (b) shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, ; (v) the foregoing clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof or the subject matter thereof, ; and (vi) the foregoing clause (a) shall not apply to such restrictions and or conditions applicable imposed by any agreement relating to any unsecured private placement Indebtedness of the Administrative Borrower or any Subsidiary acquired after to the date hereof if extent that such restrictions and conditions existed at agreement requires that the time such Subsidiary was acquired and were not created in anticipation holders of such acquisition and (vii) the foregoing shall not apply Indebtedness obtain at least pari passu benefit of any Lien granted to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholesenior unsecured creditors.

Restrictive Agreements. The Neither Holdings nor the Parent Borrower will, nor will not, and will not they permit any of the Subsidiaries Restricted Subsidiary or Intermediate Parent to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, any Intermediate Parent, the Parent Borrower or any other Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure the Secured Obligations or (b) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing clauses (a) and (b) shall not apply to any such restrictions that (i) (x) exist on the Effective Date and conditions imposed by law or (to the extent not otherwise permitted by this AgreementSection 6.10) are listed on Schedule 6.10 and (y) any renewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, (ii) (x) are binding on a Restricted Subsidiary at the foregoing shall time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not apply to restrictions entered into solely in contemplation of such Person becoming a Restricted Subsidiary and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to y) any amendment renewal or modification expanding extension of a restriction permitted by clause (ii)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of, any of such restriction or condition)restrictions, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale represent Indebtedness of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale not a Loan Party that is permitted hereunderby Section 6.01, (iv) clause (a) of the foregoing shall not apply to are customary restrictions or conditions imposed by that arise in connection with any agreement relating to secured Indebtedness Disposition permitted by this Agreement if Section 6.05 applicable pending such restrictions or conditions apply only Disposition solely to the property or assets securing subject to such IndebtednessDisposition, (v) clause (a) of the foregoing shall not apply to are customary provisions in leases joint venture agreements and other contracts restricting the assignment thereofsimilar agreements applicable to joint ventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the foregoing shall not apply extent any negative pledge relates to the property financed by or securing such restrictions Indebtedness (and conditions applicable to excluding in any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and event any Indebtedness constituting any Junior Financing), (vii) the foregoing shall not apply to one are imposed by Requirements of Law, (viii) are customary restrictions contained in leases, subleases, licenses or more Subsidiaries having any such restriction or condition asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (ix) [intentionally omitted], (x) are customary provisions restricting subletting or assignment of any such Subsidiary is not lease governing a Material leasehold interest of Holdings, any Intermediate Parent, the Parent Borrower or any Restricted Subsidiary, and each such Subsidiary together with all (xi) are customary provisions restricting assignment of any license, lease or other such Subsidiaries agreement, (xii) are restrictions on cash (or Permitted Investments) or deposits imposed by customers under contracts entered into in the aggregate shall ordinary course of business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments or deposits) or (xiii) are customary net worth provisions contained in real property leases or licenses of Intellectual Property entered into by the Parent Borrower or any Restricted Subsidiary, so long as the Parent Borrower has determined in good faith that such net worth provisions could not account for more than 10% reasonably be expected to impair the ability of the gross revenues for the most recently ended fiscal year of the Parent Borrower and the Subsidiaries, taken as a wholeits subsidiaries to meet their ongoing obligation.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Equity Interests, to make or repay loans or advances to the Borrower or any other Subsidiary or Restricted Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiaryRestricted Subsidiary or to transfer any of its property or assets to the Borrower or any Restricted Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to prohibitions, restrictions and conditions (i) imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope ofcustomary prohibitions, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, ; provided such prohibitions, restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) in respect of clause (a) of the foregoing shall not apply to restrictions or conditions only, imposed by any agreement relating to secured Indebtedness permitted by this Agreement if (A) if, in the case of secured Indebtedness, such prohibitions, restrictions or and conditions apply only to the property or assets securing such IndebtednessIndebtedness or (B) such Indebtedness is permitted under Section 7.1(e), 7.1(f), 7.1(k), 7.1(l) or 7.1(m), (viv) in respect of clause (a) of the foregoing shall not apply to only, that are customary provisions in leases and other contracts restricting the assignment thereof, ; and (viv) the foregoing shall not apply to such restrictions and conditions applicable to contained in any Subsidiary acquired after the date hereof if such restrictions and conditions existed agreement in effect at the time such a Person becomes a Restricted Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply pursuant to one or more Subsidiaries having any such restriction or condition a Permitted Acquisition, so long as any such Subsidiary is agreement (1) was not entered into solely in contemplation of such Person becoming a Material Restricted Subsidiary, (2) applies only to such Person and each such Subsidiary together with all (3) does not extend to any other such Subsidiaries Loan Party. Nothing contained in this Section 7.8 shall be deemed to modify or supersede any term contained in the aggregate shall not account for more than 10% last paragraph of the gross revenues for the most recently ended fiscal year Section 7.2; it being understood that such paragraph is an independent obligation of the Borrower and the Subsidiaries, taken as a wholeis in addition to this Section.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or of any Restricted Subsidiary to Guarantee Indebtedness of the Borrower or any other SubsidiaryRestricted Subsidiary under the Loan Documents; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 6.08 6.05 to the Disclosure Letter (but and shall apply to any extension or renewal of, or any amendment or modification materially expanding the scope of, any such restriction restrictions or conditionconditions taken as a whole), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets of the Borrower or any Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is or assets to be sold and such sale is permitted not prohibited hereunder, (iv) the foregoing shall not apply to any agreement or restriction or condition in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (v) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to (x) Incremental Equivalent Debt or (y) any other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vvii) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses, subleases and sublicenses and other contracts restricting the assignment thereof, (viviii) the foregoing shall not apply to restrictions or conditions set forth in any agreement governing Indebtedness not prohibited by Section 6.01; provided that such restrictions and conditions applicable to any Subsidiary acquired after are customary for such Indebtedness (as determined in the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation good faith judgment of such acquisition and Borrower), (viiix) the foregoing shall not apply to one restrictions created in connection with any Securitization Facility or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material SubsidiaryReceivables Financing Transaction that, and each such Subsidiary together with all other such Subsidiaries in the aggregate good faith determination of the Borrower, are necessary or advisable to effect such Securitization Facility or Receivables Financing Transaction; and (x) the foregoing shall not account for more than 10% apply to (x) restrictions on cash or other deposits (including escrowed funds) imposed under contracts entered into in the ordinary course of business, (y) restrictions set forth in Payment Processing Arrangements; provided that such restrictions are on customary terms and consistent with those contained in Payment Processing Arrangements entered into in the gross revenues for the most recently ended fiscal year ordinary course of the Borrower and the business, or (z) restrictions imposed by or restrictions in agreements required by Governmental Authorities regulating any Restricted Subsidiaries, taken as a wholeincluding those in the nature of liquidity or capital maintenance, financial support or reserves or similar requirements.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries toNo Credit Related Party will, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of any Credit Related Party (other than the Borrower or any Subsidiary Company and an Exempted Guarantor) to create, incur create or permit to exist any Lien upon on any of its property or assets, or (b) the ability of any Restricted Subsidiary or Pipeline Company Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness Debt of the Borrower Company or any other SubsidiarySubsidiary Guarantor or to otherwise transfer assets to or invest in the Company or any Subsidiary Guarantor; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.08 (but shall apply to 6.08, or any amendment extension, refinancing or modification expanding the scope of, any such restriction or condition)renewal thereof on market terms and conditions, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessDebt, (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (vi) the foregoing shall not apply to any Pipeline Company Borrower or its Subsidiary in connection with the issuance of debt otherwise permitted hereunder on market-clearing terms that are no less favorable to such restrictions and conditions applicable to any Pipeline Company Borrower or its Subsidiary acquired after than the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition ANR Indenture and (vii) the foregoing clause (a) and (b) of this Section shall not apply to one any assets that are the subject of an Alternate Program or more Subsidiaries having to any such restriction Restricted Subsidiary whose only activities are to purchase receivables from a Pipeline Company Borrower or condition so long as any such a Subsidiary is not of a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Pipeline Company Borrower and the Subsidiariesresell such receivables, taken as a wholein each case pursuant to an Alternate Program.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that except for: (i) the foregoing shall not apply to such encumbrances or restrictions and conditions imposed existing under or by reason of applicable law or by this Agreement, any Loan Document; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.09 (but shall apply to not including any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), ; (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other property pending such sale, provided such restrictions and conditions apply only to the Subsidiary or other property that is to be sold and such sale is permitted hereunder, ; (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, ; (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, ; (vi) customary restrictions contained in any software licenses; (vii) without affecting the foregoing shall Loan Parties’ obligations under Section 5.09, customary provisions in the organizational documents of a Person or asset sale or stock sale agreements or similar agreements which restrict the transfer of ownership in such Person; (viii) in the case of any joint venture permitted hereunder with a Person that is not apply to a Loan Party, restrictions in such restrictions and conditions applicable Person’s organizational documents or pursuant to any Subsidiary acquired after joint venture agreement or stockholders agreement solely to the date hereof if such extent of the Equity Interests of or property held in the subject joint venture; (ix) restrictions and conditions existed imposed by any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (x) without affecting the Loan Parties’ obligations under Section 5.09, any agreement in effect at the time a Person becomes a Subsidiary of the Borrower (including any amendments thereto that are otherwise permitted by the Loan Documents and that are no more materially restrictive with respect to such Subsidiary was acquired encumbrances and were not created in anticipation of restrictions than those prior to such acquisition and (vii) the foregoing shall not apply to one amendment or more Subsidiaries having any such restriction or condition refinancing), so long as any such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary is not a Material Subsidiary, of Borrower and each imposes restrictions only on such Subsidiary together with all Person and its assets; (xi) restrictions on cash or other such Subsidiaries deposits required by suppliers or landlords under contracts entered into in the aggregate shall not account for more than 10% ordinary course of business; or (xii) without affecting the gross revenues for the most recently ended fiscal year of Loan Parties’ obligations under Section 5.09, restrictions imposed solely on foreign Subsidiaries pursuant to any Swap Agreement entered into by the Borrower or any Subsidiary and the Subsidiaries, taken as a wholepermitted pursuant to Section 6.06.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, to secure any obligations owing under the Loan Documents, except by indentures or other agreements governing Indebtedness of the Borrower requiring that such Indebtedness be secured by an equal and ratable Lien with any Lien that may be granted to secure any obligations owing under the Loan Documents, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to (i) restrictions and or conditions imposed by law or by this Agreement or any other Loan Document or any loan or credit agreement or indenture governing Indebtedness not prohibited by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (iv) any such covenant contained in a Contractual Obligation granting or relating to a particular Lien permitted by this Agreement which affects only the property that is the subject of such Lien, (v) restrictions which are not more restrictive than those contained in this Agreement and are contained in any documents governing any Indebtedness incurred after the Closing Date and permitted in accordance with the provisions of this Agreement, (vi) in the foregoing shall not apply to case of any joint venture, customary restrictions in such restrictions and conditions applicable person’s organizational or governing documents or pursuant to any Subsidiary acquired after the date hereof if such restrictions and conditions existed joint venture agreement or stockholders agreement or (vii) any agreement in effect at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition a Person first became a Subsidiary, so long as any such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other agreement only applies to Subsidiaries of such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholePerson.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of the Subsidiaries Restricted Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations under the Loan Documents, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to Holdings, the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of Holdings, the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by this Agreementany Loan Document (or any agreement governing Permitted Pari Passu Secured Refinancing Debt), (ii) the foregoing shall not apply to restrictions and conditions (A) existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition)) or (B) are binding on a Restricted Subsidiary at the time such Person first becomes a Restricted Subsidiary, so long as such restrictions and conditions were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (iii) the foregoing shall not apply to (A) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Subsidiary, or a business unit, units or line of business of a Subsidiary, pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (B) with respect to clause (b) only, any Indebtedness (x) of non-Loan Parties permitted to be incurred hereunder, (y) of Loan Parties permitted to be incurred hereunder solely with respect to (i) customary restrictions in such Indebtedness on payments to Holdings or (ii) customary restrictions on payments from Loan Parties to non-Loan Parties; provided that the restrictions and conditions contained in any such agreement or document in clause (B) above do not in the reasonable judgment of the Borrower, materially impair the ability of the Borrower to repay the Loans and grant any Liens hereunder, (iv) the foregoing shall not apply to restrictions and conditions customary in joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness and such property or assets do not constitute Collateral and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply or to any amendment extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification expanding or replacement materially expands the scope of, of any such restriction or conditioncondition (as determined in good faith by the Borrower), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereofassignment, subletting or transfer thereof and (vi) the foregoing shall not apply to such restrictions and conditions applicable to any stockholder agreement, charter, by-laws or other organizational documents of Borrower or any Subsidiary acquired after as in effect on the date hereof if such restrictions and conditions existed at as amended to the time such Subsidiary was acquired and were not created in anticipation of such acquisition and extent permitted hereunder, (vii) the foregoing shall not apply to one any Permitted Encumbrances, (viii) clauses (a) and (b) of the foregoing shall not apply to restrictions on pledging joint venture interests included in customary provisions in joint venture agreements or more Subsidiaries having arrangements and other agreements and other similar agreements applicable to joint ventures and (ix) the foregoing shall not apply to any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary and the restriction or condition so long as any set forth in such Subsidiary is agreement does not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of apply to the Borrower and the Subsidiaries, taken as a wholeor any other Subsidiary.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of the its Subsidiaries to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, assets in favor of the Collateral Agent or (b) the ability of any Subsidiary thereof to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock to such Loan Party or to make or repay loans or advances to the Borrower or any other Subsidiary a Loan Party or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary; Loan Parties, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law, by any Loan Document, by any documents in existence on the Closing Date or by this Agreementunder any documents relating to joint ventures of any Loan Party to the extent that such joint ventures are not prohibited hereunder, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or equity permitted hereunder by a Loan Party or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets of the Loan Party or Subsidiary that is are to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in contracts or leases and other contracts restricting the assignment or subleasing or sublicensing thereof, (viv) the foregoing shall not apply to such restrictions and conditions applicable any agreement related to any Subsidiary acquired after Indebtedness under the date hereof if such restrictions and conditions existed at Senior Notes or the time such Subsidiary was acquired and were ABL Facility, (vi) clause (a) of the foregoing shall not created in anticipation apply to licenses or contracts which by the terms of such acquisition licenses and contracts prohibit the granting of Liens on the rights contained therein, (vii) the foregoing shall not apply to one or more Subsidiaries having any restrictions in existence prior to the time any such restriction or condition Person became a Subsidiary and not created in contemplation of any such acquisition, and (viii) the foregoing shall not apply to any restrictions in Qualifying Unsecured Debt and Qualifying Secured Debt so long as any such Subsidiary is restrictions are not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for materially more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiariesonerous, taken as a whole, to the Borrower and its Subsidiaries than the terms of this Agreement.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Secured Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiarySecured Obligations; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, regulation, rule or order of any Governmental Authority or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any other asset pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is is, or the assets that are, to be sold and such sale is permitted hereunderhereunder or a condition to the closing of such sale is the payment in full of this Agreement or a consent under this Agreement, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (viv) the foregoing shall not apply to restrictions and conditions contained in other Indebtedness permitted under this Agreement so long as such restrictions and conditions applicable to any Subsidiary acquired after are not more onerous for the date hereof if such Borrower and the Restricted Subsidiaries than the restrictions and conditions existed contained in the Loan Documents, (vi) neither clause (a) (solely in the case of any such Person that becomes a Foreign Subsidiary) nor clause (b) of the foregoing shall apply to agreements or obligations to which a Person was subject at the time such Person becomes a Restricted Subsidiary was acquired and so long as such agreements or obligations were not created entered into in anticipation contemplation of such acquisition Person becoming a Restricted Subsidiary and (vii) the foregoing shall not apply to one customary provisions contained in joint venture or more Subsidiaries having similar agreements and related to the organizational documents of non-wholly owned Restricted Subsidiaries; provided that the Borrower or the applicable Restricted Subsidiary shall use commercially reasonable efforts to exclude any such restriction limitations or condition so long as any restrictions from such Subsidiary is not a Material Subsidiary, joint venture agreements and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeorganizational documents.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements relating (including by way of merger, acquisition or consolidation) entered into by the Borrower or any Subsidiary solely to the sale extent in effect pending the consummation of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereundertransaction, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and licenses and other contracts restricting the assignment or encumbrance thereof, (v) the foregoing shall not apply to (A) customary restrictions and conditions contained in any indenture, agreement, document or instrument governing Permitted Qualifying Indebtedness issued or incurred in compliance with this Agreement, or (B) restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of a Permitted Acquisition in which such Subsidiary was acquired (and not created in contemplation of such Permitted Acquisition), (vi) the foregoing shall not apply to such contractual encumbrances or restrictions and conditions applicable to any Subsidiary acquired after in effect as of the date hereof if and set forth on Schedule 6.08 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and restriction or condition), (vii) the foregoing shall not apply to one customary provisions in joint ventures agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to Equity Interests in such joint venture) and (viii) the foregoing shall not apply to customary net worth provisions or more Subsidiaries having any such restriction or condition similar financial maintenance provisions contained in real property leases entered into by a Subsidiary, so long as any the Borrower has determined in good faith that such Subsidiary is net worth provisions could not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in reasonably be expected to impair the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year ability of the Borrower and the Subsidiaries, taken as a wholeSubsidiaries to meet their ongoing obligations under the Loan Documents.

Restrictive Agreements. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, Existing Subordinated Debt Document, Additional Subordinated Debt Document, Holdings Senior Discount Debenture Documents or Replacement Subordinated Debt Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 6.08 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and or other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower Except for agreements set forth on Schedule 6.08, no Loan Party will, or will not, and will not permit any of the Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary Loan Party to pay dividends or other distributions with respect to any shares holders of its capital stock or Equity Interests or, with respect to any Loan Party, to make or repay loans or advances to the Borrower any Loan Party or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower any Loan Party or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply prohibit any Foreign Subsidiary that is a Restricted Subsidiary from entering into agreements that contain financial covenants which require compliance with financial tests without explicitly addressing the ability of such Foreign Subsidiary to restrictions and conditions existing on the date hereof identified on Schedule 6.08 take any action described in clause (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition)b) of this section, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, thereof and (vi) the foregoing shall not apply to restrictions or conditions imposed by an agreement evidencing Indebtedness permitted under this Agreement so long as such restrictions and conditions applicable to any Subsidiary acquired after permit and do not limit or restrict the date hereof if financings evidenced by the Loan Documents (including all grants of Collateral in connection herewith and all payments of principal, interest, fees, costs and expenses required hereby), and so long as such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiariesconditions, taken as a whole, are not more restrictive or limiting than those set forth in the Loan Documents (with the understanding that customary covenants in public debt or Rule 144A offerings shall not be deemed to be more restrictive).

Restrictive Agreements. The Borrower It will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower it or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower MLP or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or law, by this Agreement, by the UK Credit Agreement or any Hybrid Equity Securities (but, in the case of Hybrid Equity Securities, only with respect to the ability of the Borrower to pay dividends or other distributions with respect to its Equity Interests), (ii) the foregoing shall not apply to restrictions and conditions (x) existing on the date hereof of this Agreement identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition)condition so as to cause such restriction or condition to be more restrictive than the restriction or condition in existence on the date of this Agreement) or (y) arising or agreed to after the date of this Agreement; provided that such restrictions or conditions are not more restrictive than the restrictions and conditions existing on the date of this Agreement, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, ; provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries toNo Credit Related Party will, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of any Credit Related Party (other than the Borrower Company or any Subsidiary the Exempted Guarantor) to create, incur create or permit to exist any Lien upon on any of its property or assets, or (b) the ability of any Restricted Subsidiary or Pipeline Company Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness Debt of the Borrower Company or any other SubsidiarySubsidiary Guarantor or to otherwise transfer assets to or invest in the Company or any Subsidiary Guarantor; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.08 (but shall apply to 6.08, or any amendment extension, refinancing or modification expanding the scope of, any such restriction or condition)renewal thereof on market terms and conditions, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessDebt, (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (vi) the foregoing shall not apply to any Pipeline Company Borrower or its Subsidiary in connection with the issuance of debt otherwise permitted hereunder on market-clearing terms that are no less favorable to such restrictions and conditions applicable to any Pipeline Company Borrower or its Subsidiary acquired after than the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition Reference Indenture and (vii) the foregoing clause (a) and (b) of this Section shall not apply to one any assets that are the subject of an Alternate Program or more Subsidiaries having to any such restriction Restricted Subsidiary whose only activities are to purchase receivables from a Pipeline Company Borrower or condition so long as any such a Subsidiary is not of a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Pipeline Company Borrower and the Subsidiariesresell such receivables, taken as a wholein each case pursuant to an Alternate Program.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries toNo Credit Related Party will, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) on the ability of any Credit Related Party (other than the Borrower or any Subsidiary Company and an Exempted Guarantor) to create, incur create or permit to exist any Lien upon on any of its property or assets, or (b) the ability of any Restricted Subsidiary or Pipeline Company Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness Debt of the Borrower Company or any other SubsidiarySubsidiary Guarantor or to otherwise transfer assets to or invest in the Company or any Subsidiary Guarantor; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.08 (but shall apply to 6.09, or any amendment extension, refinancing or modification expanding the scope ofrenewal thereof on market terms and conditions, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) Debt clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (vi) thereof and the foregoing shall not apply to any Pipeline Company Borrower or WIC in connection with the issuance of debt otherwise permitted hereunder on market-clearing terms that are no less favorable to such restrictions and conditions applicable to any Subsidiary acquired after Pipeline Company Borrower or WIC than the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeANR Indenture.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to any shares holders of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiaryEquity Interests; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to prohibitions, restrictions and conditions existing arising in connection with any Disposition permitted by Section 6.11 with respect to the Property subject to such Disposition, (iii) agreements or arrangements binding on a Subsidiary at the date hereof identified on Schedule 6.08 (but shall apply to time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing or renewal of, or any amendment or modification expanding the scope ofto, any such restriction agreement or condition)arrangement so long as any such extension, refinancing, renewal, amendment or modification is not materially more restrictive (iiiin the good faith determination of the Borrower) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending than such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderagreement or arrangement, (iv) clause prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (av) of the foregoing shall not apply agreements or arrangements that are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (vi) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the property Subsidiaries incurring or assets securing Guaranteeing such Indebtedness, (vvii) clause customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (aviii) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subletting thereof, (viix) customary provisions restricting assignment or transfer of any contract entered into in the foregoing shall not apply to such ordinary course of business or otherwise permitted hereunder, (x) prohibitions, restrictions and or conditions applicable to any Subsidiary acquired after on cash or other deposits imposed by customers under contracts entered into in the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation ordinary course of such acquisition business, and (viixi) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% transfer of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeProperty subject thereto.

Restrictive Agreements. The Borrower Company will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (v) the foregoing shall not apply to restrictions on cash or other deposits imposed by customers of the Company or any Subsidiary under contracts entered into in the ordinary course of business, (vi) the foregoing shall not apply to such restrictions and conditions applicable to (A) set forth in any instrument or agreement governing the terms of Indebtedness permitted under Section 6.01(q) or (B) that are binding on a non-Loan Party Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Person first becomes a Subsidiary was or any assets acquired by a non-Loan Party Subsidiary at the time such assets are acquired, in the case of each of clauses (A) and (B), so long as such restrictions were not created in anticipation contemplation of such Person becoming a Subsidiary or the acquisition of such assets and apply only to the assets of such Subsidiary or such assets so acquired, as the case may be, (vii) the foregoing shall not apply to customary restrictions arising in connection with the incurrence of Indebtedness permitted under Section 6.01 by any Subsidiary that is not a Loan Party (except to the extent relating to the ability of any Subsidiary to create, incur or permit to exist any Lien upon any Material Intellectual Property), (viii) the forgoing shall not apply to restrictions under arrangements with any Governmental Authority imposed on any Foreign Subsidiary in connection with government grants, financial aid, subsidies, tax holidays or other similar benefits or economic incentives (so long as such restrictions apply only to the assets of such Foreign Subsidiary) and (ix) the foregoing shall not apply to customary restrictions and conditions on then-market terms contained in the Term Loan Documents, the Existing Senior Note Purchase Documents, the Senior Note Purchase Documents or agreements relating to issuances of Indebtedness of one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary Loan Parties pursuant to a privately placed note offering to institutional investors with a maturity date that is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in no earlier than the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeMaturity Date.

Restrictive Agreements. The Borrower will Company shall not, and will shall not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of the Borrower Company or any Subsidiary to create, incur create or permit to exist any Lien upon on any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make make, repay or repay prepay loans or advances to the Borrower Company or any other Subsidiary or to Guarantee Indebtedness Dispose of assets to the Borrower Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by applicable law or by this Agreement(including pursuant to regulatory restrictions), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.08 7.17 (but shall apply to any amendment or modification expanding the scope of, or any extension or renewal of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets or property of the Company or any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets or property that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions that are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Effective Date in accordance with the provisions of this Agreement, (v) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness (including Capitalized Lease Liabilities and Purchase Money Debt) permitted by this Agreement if such restrictions or conditions apply only to the property or assets collateral securing such Indebtedness, Indebtedness and (vvi) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and or licenses or other contracts and agreements restricting the assignment assignment, subletting or sublicensing thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will not, and will not permit any of Subsidiary (other than the Subsidiaries Excluded Subsidiary) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibitsthat, directly or indirectly (through the application of financial covenants or otherwise), prohibits or restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary (other than the Excluded Subsidiary) to declare and pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay any loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiaryBorrower; provided that (i) the foregoing shall not apply to prohibitions or restrictions and conditions (i) imposed by applicable law or by this Agreementany Loan Document, (ii) contained in agreements relating to secured Indebtedness or Hedging Agreements permitted hereunder, if such prohibitions or restrictions apply only to (A) assets other than cash securing such Indebtedness or Hedging Agreements or (B) cash in an amount not greater than a customary overcollateralization of the foregoing shall not apply principal amount of such Indebtedness that has been deposited in a collateral or similar account to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment cash collateralize such Indebtedness or modification expanding the scope of, any such restriction or condition)Hedging Agreements, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided if such prohibitions or restrictions and conditions apply only to the Subsidiary Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions contained in any leases, subleases or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions licenses, sublicense or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other serve contracts restricting the assignment thereof, (v) contained in any agreement in effect on the Closing Date as any such agreement is in effect on such date, (vi) provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the foregoing shall not apply ordinary course of business restricting the transfer of related joint venture interests, (vii) in connection with the Indebtedness permitted to be incurred by this Agreement so long as such prohibitions or restrictions and conditions applicable to are no more restrictive than this Agreement or (viii) contained in any Subsidiary acquired after the date hereof if such restrictions and conditions existed agreement in effect at the time such a Person became a Subsidiary was or assets are first acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply pursuant to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholepermitted Investment.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure the Obligations or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock equity interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or of any Restricted Subsidiary to Guarantee Indebtedness of the Borrower or any other SubsidiaryRestricted Subsidiary under the Loan Documents; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to prohibitions, restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.05 to the Disclosure Letter (but shall apply to and any amendment amendments or modification expanding modifications thereof that do not materially expand the scope of, of any such prohibition, restriction or condition), (iii) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets of the Borrower or any Restricted Subsidiary pending such sale, ; provided such restrictions and conditions apply only to the Restricted Subsidiary that is or assets to be sold and such sale is permitted not prohibited hereunder, (iv) the foregoing shall not apply to any agreement, prohibition, or restriction or condition in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower (and any amendments or modifications thereof that do not materially expand the scope of any such prohibition restriction or condition), (v) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vvii) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting the assignment thereof, (viviii) the foregoing shall not apply to restrictions or conditions set forth in any agreement governing Indebtedness not prohibited by Section 6.01; provided that such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if are customary for such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition Indebtedness, and (viiix) the foregoing shall not apply to one restrictions on cash or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries deposits (including escrowed funds) imposed under contracts entered into in the aggregate shall not account for more than 10% ordinary course of business or restrictions imposed by the gross revenues for terms of a Permitted Lien on the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeproperty subject to such Permitted Lien.

Restrictive Agreements. The Borrower will not, and will not permit any None of the Subsidiaries toBorrower or any other Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any other Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure any Secured Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreementany Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, refinancings of or any amendment or modification expanding the scope of, in each case in a manner materially adverse to the Lenders taken as a whole, any such restriction or condition), (iiiC) in the foregoing shall case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (D) customary restrictions and conditions contained in agreements relating to the sale of dispositions permitted by Section 6.05 pending such disposition, (E) restrictions and conditions that were binding on a Subsidiary pending at the time such saleSubsidiary first becomes a Subsidiary, provided so long as the agreements providing for such restrictions and conditions were not entered into in contemplation of such Person becoming a Subsidiary, and (F) restrictions and conditions imposed by agreements relating to Foreign Subsidiaries, (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.01 (including any Refinancing Indebtedness in respect thereof permitted under Section 6.01) if such restrictions or conditions apply only to the Subsidiary that is to be sold assets securing such Indebtedness, (B) customary provisions in leases and other agreements restricting the assignment thereof (including the granting of any Lien), (C) customary provisions in joint venture agreements and other similar agreement entered into in connection with Permitted Joint Ventures or any other joint venture, (D) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (E) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower and such sale Subsidiary have determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or any Subsidiary to meet their ongoing obligations, (F) customary provisions contained in leases, subleases, licenses or sublicenses of intellectual property and other similar agreements entered into in the ordinary course of business and (G) customary restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is permitted hereunderunder Section 6.02 and such restrictions or conditions relate only to the specific asset subject to such Lien and the proceeds and products thereof and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.10, and (iviii) clause (ab) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholebe incurred under Section 6.01.

Restrictive Agreements. The Borrower Credit Parties will not, and will not permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that by its terms prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its material property or assetsassets (unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of either Credit Party or any Subsidiary to create, incur or permit to exist any Lien in favor of the Lender created under the Loan Documents), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Guarantor or any other Subsidiary or to Guarantee Indebtedness of the Borrower Guarantor or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.6 (but shall apply to any extension, renewal, amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the securitization, financing or other transfer of mortgage loans (and/or related rights and interests and servicing assets) owned by the Borrower or any of its Subsidiaries, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness obligations permitted by this Agreement (including obligations secured by Liens permitted by Section 6.3(j)) if such restrictions or conditions apply only to the property or assets securing such Indebtednessobligations, (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, thereof and (vivii) clause (a) of the foregoing shall not apply to such restrictions and or conditions applicable imposed by any agreement relating to any Subsidiary acquired after Indebtedness permitted hereunder pursuant to subsection 6.2(m) or the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeRAL Receivables Transaction.

Restrictive Agreements. The Borrower Company will not, and will not permit any of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Domestic Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets (including negative pledges, but other than negative pledges that do not prohibit, restrict or impose any condition upon Liens securing this Agreement or the Obligations) or (b) the ability of any Domestic Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document or by any agreement, document or instrument relating to any Securitization or any indenture, agreement or instrument evidencing or governing Indebtedness, in each case, as in effect on the Closing Date or as modified in accordance herewith, or relating to the Existing Securitization as modified in accordance herewith, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Closing Date identified on Schedule 6.08 6.09 (but shall apply to any amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such Indebtedness is incurred in accordance with Section 6.01 and such restrictions or conditions apply only to the property or assets securing financed with such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, thereof and (vi) the foregoing shall not apply to such restrictions Company and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having may enter into agreements limiting Guarantees by Subsidiaries, provided that any such restriction agreements do not limit or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together impair the Guarantees issued or required to be issued in connection with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholethis Agreement.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to (A) the restrictions and conditions imposed by law or by this Agreementany Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, ; provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, hereunder and (ivC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder and (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness of the type permitted by this Agreement Section 6.01(d), (e) or (i) if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vB) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, thereof and (viC) the foregoing shall not apply to such customary restrictions and conditions applicable contained in agreements relating to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year merger of the Borrower and or a Restricted Subsidiary permitted hereunder pending such merger; provided that such limitations shall not restrict the SubsidiariesLoan Parties’ ability to grant liens on the Collateral pursuant to the Security Documents, taken as a wholeimpair the rights or benefits of the Secured Parties in any Collateral or otherwise impair the ability of the Loan Parties to perform their obligations under the Loan Documents.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Credit Party or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any such Credit Party or Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower Parent or any other Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Borrower Parent or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to to: (i) restrictions and conditions imposed by law any Requirement of Law or by this Agreement, any Credit Document; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 9.14 (but shall apply to any extension or renewal of, or any amendment or modification modification, in each case, expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale sale, sale-leaseback or similar disposition or transfer of a Restricted Subsidiary (or 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 transferred and such sale or transfer is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured (A) Secured 2026 Notes, the Unsecured 2023 Notes, the Unsecured 2025 Notes or the Unsecured 2026 Notes (or in each case, any Permitted Refinancing Indebtedness in respect thereof so long as any such agreement is not more restrictive than the documents governing the Indebtedness being refinanced or if more restrictive, then no more restrictive than the encumbrances and restrictions contained in this Agreement or any agreement relating to the Secured 2026 Notes or otherwise on market terms applicable to any such Indebtedness as of the date of incurrence) and (B) agreements related to other Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property extent that encumbrances or assets securing restrictions imposed by such Indebtednessother Indebtedness are not more restrictive on a Credit Party or any of its applicable Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement or any agreement relating to the Secured 2026 Notes, or on market terms applicable to any such Indebtedness as of the date of incurrence; (v) clause assumed in connection with an acquisition of property or the Equity Interests of any Person, so long as agreement or arrangement relates solely to the Person and its Subsidiaries (aincluding the Equity Interests of such Person) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was and/or property so acquired and were was not created in connection with or in anticipation of such acquisition acquisition; and (viivi) the foregoing shall not apply to one customary non-assignment provisions in contracts or more Subsidiaries having any such restriction licenses, easements or condition so long as any such Subsidiary is not a Material Subsidiaryleases, and in each such Subsidiary together with all other such Subsidiaries case, entered into in the aggregate shall not account for more than 10% ordinary course of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholebusiness.

Restrictive Agreements. The Borrower will not, and nor will not it permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to (x) secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or (y) Indebtedness permitted under Sections 7.01(c), (i) and (j) but only to the extent that such restrictions are no more onerous on the Borrower and its Subsidiaries than the restrictions contained in (in the case of any such Subordinated Debt) the 8% Senior Subordinated Note Indenture or (in the case of any other such Indebtedness, ) the Initial Second Priority Debt Indentures and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower It will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower it or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower MLP or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, by this Agreement or by this the UK Credit Agreement, (ii) clause (b) of the foregoing shall not apply to restrictions and conditions imposed by any Hybrid Equity Securities that by their terms are expressly subordinated in right of payment to any MLP Obligations during any period in which the issuer thereof has elected to defer interest thereon in accordance with the terms of such Hybrid Equity Securities, provided that in no event shall any such agreement or arrangement prohibit or restrict or impose any condition upon the ability of (A) any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests directly owned by the MLP, the Borrower or any of their respective Wholly-Owned Subsidiaries, (B) any Restricted Subsidiary to make or repay loans or advances to the MLP, the Borrower or any of their respective Wholly-Owned Subsidiaries or (C) the Borrower or any Guarantor from making any payments of principal, interest or other amounts owing hereunder or under any other Loan Document (including the MLP Obligations), or under the Revolving Credit Agreement, or guaranteeing any of the MLP Obligations, (iii) the foregoing shall not apply to restrictions and conditions (x) existing on the date hereof of this Agreement identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition)condition so as to cause such restriction or condition to be more restrictive than the restriction or condition in existence on the date of this Agreement) or (y) arising or agreed to after the date of this Agreement; provided that such restrictions or conditions are not more restrictive than the restrictions and conditions existing on the date of this Agreement, (iiiiv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, ; provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Guaranty Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of the assets of, or an Equity Interest in, a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by (1) any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessIndebtedness or (2) Liens permitted by Section 6.02 if such restrictions or conditions apply only to the property or assets that are the subject of such Liens, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) clause (b) of the foregoing shall not apply to customary provisions contained in agreements entered into in connection with Receivables Securitization Financings permitted by Section 6.01(g) that impose restrictions on the ability of the special purpose entity party thereto to declare, pay or set aside funds for the making of any distribution in respect of the Equity Interests issued by such restrictions and conditions applicable entity or to make or repay loans or advances to or guaranty indebtedness of the Borrower or any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition other Subsidiary, and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so restrictions and conditions imposed by the documentation executed in connection with a financing permitted by clauses (iii) of Section 6.01(l) as long as any such Subsidiary is not a Material Subsidiary, restrictions and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for conditions are no more than 10% of the gross revenues for the most recently ended fiscal year of onerous to the Borrower and the Subsidiaries, taken as a wholeand no more beneficial to the parties entitled to the protections thereof, than the restrictions and conditions hereunder.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other contractual arrangement to which it is a party or by which its property is bound that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) assets for the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness benefit of the Borrower or any other SubsidiaryLenders under the Loan Documents; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, the Senior Secured Asset-Based Revolving Credit Facility, the Senior Subordinated Note Documents and related documentation, (ii) the foregoing shall not apply to restrictions and conditions (A) existing on the date hereof identified on Schedule 6.08 6.13 and (but shall apply B) to the extent any amendment such restrictions or modification expanding conditions permitted by clause (A) is set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of, of any such restriction or condition)condition in any material respect, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale, ; provided such restrictions and conditions apply only to the Subsidiary or other assets that is are to be sold and such sale is permitted hereunder, (iv) clause the foregoing shall not apply to any agreement or other instrument of a Person acquired in an investment or acquisition permitted hereunder in existence at the time of such investment or acquisition (abut not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired, (v) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases Indebtedness and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such (A) customary provisions in joint venture agreements, stockholders agreements and other similar agreements, (B) customary provisions restricting subletting, assignment or other transfers contained in leases, licenses, and similar agreements entered into in the ordinary course of business or (C) restrictions and conditions applicable to by reason of any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one Permitted Lien or more Subsidiaries having any document or instrument governing a Permitted Lien, provided that such restriction contained therein only relates to the asset or condition so long as any assets subject to such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholePermitted Lien.

Restrictive Agreements. The Borrower Company will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement relating to any other Indebtedness for borrowed money or any guarantee thereof that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) assets to secure the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to obligations under the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiaryLoan Documents; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law or by this Agreement, (iib) restrictions and conditions that are not materially more restrictive to the foregoing shall not apply to Company or any Subsidiary than those set forth in this Agreement, (c) restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply pursuant to any amendment existing Indebtedness of the Company or modification expanding any Subsidiary and any refinancing thereof (provided that no such refinancing is, in the scope ofgood faith judgment of the Company, any more restrictive with respect to such restriction or conditionrestrictions, taken as a whole, than those in existence prior to such refinancing), (iiid) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ve) clause (a) of the foregoing shall not apply to customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases leases, subleases, licenses, sublicenses and other contracts restricting agreements entered into in the assignment thereof, ordinary course of business (videtermined by the Company in good faith) the foregoing shall not apply to such and (f) restrictions and conditions applicable that are assumed in connection with any acquisition of property or Equity Interests of any Person, so long as the relevant encumbrance or restriction relates solely to any Subsidiary acquired after the date hereof if such restrictions Person and conditions existed at its Subsidiaries (including the time such Subsidiary was Equity Interests of the relevant Person or Persons) and/or property so acquired and were was not created in connection with or in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeacquisition.

Restrictive Agreements. The Borrower Credit Parties will not, and will not permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that by its terms prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its material property or assetsassets (unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of either Credit Party or any Subsidiary to create, incur or permit to exist any Lien in favor of the Administrative Agent or any Lender created hereunder), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Guarantor or any other Subsidiary or to Guarantee Indebtedness of the Borrower Guarantor or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.6 (but shall apply to any extension, renewal, amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the securitization, financing or other transfer of mortgage loans (and/or related rights and interests and servicing assets) owned by the Borrower or any of its Subsidiaries, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness obligations permitted by this Agreement (including obligations secured by Liens permitted by Section 6.3(j)) if such restrictions or conditions apply only to the property or assets securing such Indebtednessobligations, (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, thereof and (vivii) clause (a) of the foregoing shall not apply to such restrictions and or conditions applicable imposed by any agreement relating to any Subsidiary acquired after Indebtedness permitted hereunder pursuant to subsection 6.2(m) or the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeRAL Receivables Transaction.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien as security for the Obligations upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary of its Restricted Subsidiaries to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or thereof, to Guarantee Indebtedness of the Borrower or any other SubsidiaryRestricted Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Restricted Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness and the obligors with respect to such Indebtedness, (viv) clause (a) ), and to the extent that it relates to a dividend or distribution of the foregoing lease or any interest therein, clause (b) above shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (v) the foregoing shall not apply to restrictions contained in any other Indebtedness permitted pursuant to Section 7.1(b), to the extent the restrictions thereunder are no more restrictive, in any material respect, than such restrictions contained in such Indebtedness on the Closing Date; (vi) the foregoing shall not apply to restrictions contained in any Indebtedness permitted pursuant to Section 7.1(j), (k) or (l), to the extent the restrictions thereunder are no more restrictive than such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and contained herein; (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not customary restrictions on the disposition of equity interests in a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries joint venture in the aggregate agreements governing such joint venture arrangement; and (viii) the foregoing shall not account for more than 10% apply to customary non-assignment provisions in contracts or other customary restrictions arising under licenses and other contracts entered into in the ordinary course of the gross revenues for the most recently ended fiscal year of the Borrower business; provided that such restrictions are limited to assets subject to such licenses and the Subsidiaries, taken as a wholecontracts.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, ; or (b) the ability of any Subsidiary of its Subsidiaries to pay dividends or make any other distributions with respect to any shares of its capital stock or any other Equity Interest or participation in its profits owned by any Subsidiaries; or (c) the ability of any of its Subsidiaries to make or repay loans or advances to the Borrower it or any other Subsidiary of its Subsidiaries or to Guarantee Indebtedness of the Borrower it or any of its Subsidiaries or to transfer any of its properties or assets to RERH Holdings or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law Laws or by this Agreementany Transaction Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or asset pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) customary non-assignment provisions in any contract, easement or lease, and other customary encumbrances and restrictions entered into in the ordinary course of business, and (v) clause (a) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which any Subsidiary is a party and which is entered into in the ordinary course of business; provided that such agreement prohibits the foregoing shall encumbrance of solely the property or assets of such Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time other asset or property of such Subsidiary was acquired and were not created in anticipation or the assets or property of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material other Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any of the their respective Subsidiaries that are Loan Parties or Domestic Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Loan Party or any Subsidiary of its Domestic Subsidiaries (other than any Excluded Subsidiaries) to create, incur or permit to exist any Lien upon any of its property or assetsassets (unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist, or the ability of the Administrative Agent to exercise any right or remedy with respect to, any Lien in favor of the Administrative Agent created under the Loan Documents) or (b) the ability of any Subsidiary Loan Party or any of its Domestic Subsidiaries (other than Excluded Subsidiaries) to pay dividends or make other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Lead Borrower or any other Loan Party or Domestic Subsidiary (other than any Excluded Subsidiary) or to Guarantee Indebtedness of the Lead Borrower or any other Loan Party or Domestic Subsidiary (other than any Excluded Subsidiary); provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreementthe Loan Documents, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof Agreement Date identified on Schedule 6.08 7.10 (but shall apply to and any extension or renewal of, and any amendment or modification expanding that does not materially expand the scope of, any such restriction or condition), (iiiC) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale Disposition of a Subsidiary or its Equity Interests or assets, or assets of Lead Borrower, pending such saleDisposition, provided that such restrictions and conditions apply only to the Subsidiary that is Subsidiary, Equity Interests or assets to be sold Disposed and such sale Disposition is permitted hereunder, (ivD) restrictions and conditions in effect at the time any Person becomes a Subsidiary and not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (E) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture and/or its Equity Interests, (F) restrictions and conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (G) customary restrictions and conditions imposed in connection with purchase money obligations, mortgage financings and lease obligations with respect to the property purchased or leased or (H) any restriction or condition arising from amendments, replacements, extensions or renewals of any agreement containing any of the foregoing to the extent that the scope of the restriction or condition is not expanded in any material respect, (ii) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or leases permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessIndebtedness or subject to such leases, as the case may be, and (viii) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts agreements restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower (a) No Loan Party will, nor will not, and will not it permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsthe Collateral to secure the Secured Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the any Borrower or any other Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by this Agreementany Loan Document or other agreement evidencing Secured Obligations, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or Equity Interests or of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the assets or Equity Interests or such Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable on Equity Interests in joint ventures contained in any documents relating to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and formation or governance thereof, (vii) clause (a) of the foregoing shall not apply to one cash required to secure letters of credit, surety bonding obligations or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiarysimilar obligations, and each (viii) clause (b) of the foregoing shall not apply to restrictions pursuant to any other indenture or agreement governing the issuance of Indebtedness permitted hereunder, provided that such Subsidiary together with all other restrictions and conditions are customary for such Subsidiaries Indebtedness as reasonably determined in the aggregate shall not account for more than 10% good faith judgment of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeCompany.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of the its Restricted Subsidiaries to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, assets in favor of the Collateral Agent to secure Obligations under this Agreement then outstanding or (b) the ability of any Restricted Subsidiary thereof to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock to such Loan Party or to make or repay loans or advances to the Borrower or any other Subsidiary a Loan Party or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary; Loan Parties, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law, by any Loan Document, by any documents in existence on the Closing Date or by this Agreementunder any documents relating to joint ventures of any Loan Party to the extent that such joint ventures are not prohibited hereunder and any Permitted Refinancing thereof, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or equity permitted hereunder by a Loan Party or a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets of the Loan Party or Restricted Subsidiary that is are to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in contracts or leases and other contracts restricting the assignment assignment, subleasing, sublicensing or transfer thereof, (v) the foregoing shall not apply to any agreement related to Indebtedness under the ABL Facility, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after licenses or contracts which by the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation terms of such acquisition licenses and contracts prohibit the granting of Liens on the rights contained therein, (vii) the foregoing shall not apply to one or more Subsidiaries having any restrictions in existence prior to the time any such restriction Person became a Subsidiary (or condition was designated a Restricted Subsidiary) and not created in contemplation of any such acquisition (or designation), (viii) in the case of restrictions of a type described in clause (b) above, the foregoing shall not apply to any restrictions in Indebtedness so long as any such Subsidiary is restrictions are not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for (I) materially more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiariesonerous, taken as a whole, to the Borrower and its Subsidiaries than the terms of this Agreement or (II) either (X) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, any Borrower’s ability to make principal or interest payments required hereunder or (Y) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument, (ix) other agreements evidencing Indebtedness permitted by SECTION 6.01, provided that in each case under this clause (ix) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay their respective obligations under the Loan Documents as and when due (as determined in good faith by the Borrower), (x) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder (or is reasonably expected to be permitted); (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by SECTION 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien), (xi) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any joint venture or non-wholly-owned Restricted Subsidiary and other similar agreements applicable to joint ventures and non-wholly-owned Restricted Subsidiaries and applicable solely to such joint venture or non-wholly-owned Restricted Subsidiary and the Capital Stock issued thereby, (xii) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business, (xiii) arise in connection with cash or other deposits permitted under SECTION 6.02 and SECTION 6.04, (xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and (xv) restrictions created in connection with any Qualified Securitization Financing.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiaryEquity Interests; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to or any permitted extension, refinancing, replacement or renewal thereof, or any amendment or modification expanding thereof so long as any such extension, refinancing, renewal, amendment or modification is not, taken as a whole, materially more restrictive (in the scope of, any good faith determination of the Borrower) than such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness incurred by any Subsidiary permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessSubsidiary, (v) clause (a) of prohibitions, restrictions and conditions arising in connection with any disposition permitted by Section 6.09 with respect to the foregoing shall not apply property subject to customary provisions in leases and other contracts restricting the assignment thereofsuch disposition, (vi) the foregoing shall not apply to such customary prohibitions, restrictions and conditions applicable contained in agreements relating to any a Permitted Securitization Transaction, (vii) agreements or arrangements binding on a Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation becomes a Subsidiary of such acquisition and (vii) the foregoing shall not apply to one Borrower or more Subsidiaries having any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such restriction agreement or condition arrangement so long as any such Subsidiary extension, refinancing, renewal, amendment or modification is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiariesnot, taken as a whole, materially more restrictive (in the good faith determination of the Borrower) than such agreement or arrangement, (viii) agreements or arrangements that are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xi) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the property subject thereto and (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Restricted Subsidiary of Parent to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of any Restricted Subsidiary of Parent to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Parent or any other Restricted Subsidiary of Parent or of any Restricted Subsidiary of Parent to Guarantee Indebtedness of the Borrower or any other SubsidiaryRestricted Subsidiary of Parent under the Loan Documents; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 6.08 6.5 to the Disclosure Letter (but and shall apply to any extension or renewal of, or any amendment or modification materially expanding the scope of, any such restriction restrictions or conditionconditions taken as a whole), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of Parent or assets of Parent or any Restricted Subsidiary of Parent pending such sale, ; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is or assets to be sold and such sale is permitted not prohibited hereunder, (iv) the foregoing shall not apply to any agreement or restriction or condition in effect at the time any Person becomes a Restricted Subsidiary of Parent, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Parent, (v) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vvii) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses, sub-leases and sub- licenses and other contracts restricting the assignment thereofthereof or restricting the grant of Liens in such lease, license, sub-lease, sub-license or other contract, (viviii) the foregoing shall not apply to restrictions or conditions set forth in any agreement governing any other Indebtedness not prohibited by Section 6.2; provided that such restrictions and conditions applicable to any Subsidiary acquired after are customary for such Indebtedness as determined in the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation good faith judgment of such acquisition Parent, and (viiix) the foregoing shall not apply to one restrictions on cash or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries deposits (including escrowed funds) imposed under contracts entered into in the aggregate shall not account for more than 10% ordinary course of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholebusiness.

Restrictive Agreements. The Borrower No Loan Party will not, and will not permit any of the Subsidiaries to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon: (a) the ability of the Borrower or any Subsidiary such Loan Party to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of the Administrative Agent or the Canadian Agent, as applicable; or (b) the ability of any Subsidiary thereof to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock to such Loan Party or to make or repay loans or advances to the Borrower or any other Subsidiary a Loan Party or to Guarantee guarantee Indebtedness of the Borrower or any other SubsidiaryLoan Parties; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law, by any Loan Document, or by this Agreementunder any documents relating to joint ventures of any Loan Party to the extent that such joint ventures are not prohibited hereunder, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or equity permitted hereunder by a Loan Party or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets of the Loan Party or Subsidiary that is are to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in contracts or leases and other contracts restricting the assignment or subleasing or sublicensing thereof, (viv) the foregoing shall not apply to any agreement relating to Indebtedness under the Indentures, the Term Loan, the Permanent Financing Facility, the CMBS Facilities, the Supplemental Real Estate Facilities (or any facilities replacing or refinancing such facilities), or Indebtedness of Foreign Subsidiaries (other than the Canadian Loan Parties) permitted hereunder (solely to the extent such restrictions and conditions applicable are limited to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at Foreign Subsidiaries, (vi) clause (a) of the time such Subsidiary was acquired and were foregoing shall not created in anticipation apply to licenses or contracts which, by the terms of such acquisition licenses and contracts, prohibit the granting of Liens on the rights contained therein, and (vii) the foregoing shall not apply to one or more Subsidiaries having any restrictions in existence prior to the time any such restriction or condition so long as Person became a Subsidiary and not created in contemplation of any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeacquisition.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of the Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assetsthe Collateral, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the any Borrower or any other Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Fourth Restatement Date with respect to documents identified on Schedule 6.08 6.10 or any extension or renewal of, or any amendment, modification or replacement of such documents (but shall apply to any amendment the extent such extension, renewal, amendment, modification or modification expanding replacement is not prohibited by this Agreement) which does not expand the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary purchase agreements pending such salesale or purchase, provided such as applicable, (iv) the foregoing shall not apply to customary restrictions and conditions apply only contained in any agreement relating to Indebtedness of a special purpose entity if such restriction applies to the Subsidiary that is to be sold and creation of Liens on the assets of such sale is permitted hereunderspecial purpose entity or limits such special purpose entity from paying dividends or distributions in respect of such special purpose entity’s income or property, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one restrictions imposed by any Senior Notes Indenture, any Permitted Term Loan Agreement or more Subsidiaries having any agreement governing Indebtedness entered into after the Fourth Restatement Date and permitted under Section 6.01(l); provided that such restriction restrictions contained in such Senior Notes Indenture, such Permitted Term Loan Agreement or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, agreement (x) taken as a whole, in the good faith judgment of the Borrower Representative, are no more restrictive with respect to the Loan Parties than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), and (y) do not adversely affect the ability of the Loan Parties (A) to make any payments required to be paid by the Loan Parties with respect to the Obligations or (B) to grant Liens on the Collateral in favor of the Administrative Agent.

Restrictive Agreements. The Borrower Parent will not, and will not permit the Borrower or any of the Subsidiaries Subsidiary Guarantor to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on the Borrower or such Subsidiary Guarantor that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien (other than Liens prohibited under any cable television Franchise agreement relating to the Borrower or any Subsidiary Guarantor) upon any of its property or assetsassets (unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties created under the Loan Documents), or (b) the ability of any Subsidiary Guarantor to pay dividends or make other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary; Subsidiary Guarantor, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementthe Loan Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 7.11 (but shall apply to any amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or all or substantially all of its assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions or conditions imposed on any Person that becomes a Subsidiary after the Closing Date, provided that (1) such restrictions and conditions exist at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and (2) so long as any such restriction or condition exists, such Person shall be an Excluded Subsidiary, (v) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (vvi) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts agreements restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeagreements.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law or by this AgreementAgreement or any other Loan Document, (iib) in the foregoing case of any Restricted Subsidiary that is not a wholly owned Restricted Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to such Restricted Subsidiary and to the Equity Interests of such Restricted Subsidiary, (c) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets of the Borrower or any Restricted Subsidiary, in each case pending such sale; provided that such restrictions and conditions apply only to such Subsidiary or the assets that are to be sold and, in each case, such sale is permitted hereunder, (d) restrictions and conditions imposed by any Securitization Document, (e) restrictions and conditions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (f) restrictions and conditions imposed by any Indebtedness incurred in compliance with Section 6.01 or any agreement pursuant to which such Indebtedness is issued if the restriction or condition applies only in the event of a payment default or default with respect to a financial covenant contained in the Indebtedness or agreement and the restriction or condition is not materially disadvantageous to the Lenders than is customary in comparable financings (as determined by the Borrower) and the Borrower determines that any such restriction or condition shall not apply materially affect the Borrower’s ability to pay interest or principal, when due, on the Loans, (g) restrictions and conditions imposed by any Indebtedness incurred pursuant to Section 6.01(m); provided that the Borrower determines that any such restriction or condition shall not materially affect the Borrower’s ability to pay interest or principal, when due, on the Loans, (h) restrictions and conditions existing on the date hereof and identified on Schedule 6.08 (but shall apply or to any amendment extension or renewal of, or any amendment, modification or replacement not expanding the scope of, any such restriction or condition), (iiii) the foregoing shall not apply to customary restrictions and conditions contained in lease, sublease or similar agreements not prohibited by the terms hereof with respect to wireless communication towers, tower-related assets (including small cell networks and fiber assets) or any assets or businesses reasonably related thereto if the restriction or condition is no more disadvantageous to the Lenders than the customary restrictions and conditions in any comparable lease, sublease or similar arrangements (as determined by the Borrower) and the Borrower determines that such restriction or condition shall not materially affect the Borrower’s ability to pay interest or principal, when due, on the Loans, (j) restrictions and conditions in the form of customary separateness, bankruptcy remoteness and similar provisions included in governing or other documents related to entities structured as special purpose entities in anticipation of financing arrangements, acquisition of assets or similar transactions if the Borrower determines that any such restriction or condition shall not materially affect the Borrower’s ability to pay interest or principal, when due, on the Loans, (k) restrictions and conditions imposed by any agreement relating to Indebtedness of any Restricted Subsidiary in existence at the sale of time such Restricted Subsidiary became a Restricted Subsidiary pending such sale, provided and otherwise permitted by Section 6.01(f) if such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderRestricted Subsidiary, (ivl) clause (a) restrictions imposed by the organizational documents of the foregoing shall not apply to restrictions Borrower or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) Restricted Subsidiary as in effect as of the foregoing shall not apply to customary provisions in leases date hereof and other contracts restricting the assignment thereof, (vim) the foregoing shall not apply to such any restrictions and conditions applicable to any Subsidiary acquired after that the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year Chief Financial Officer of the Borrower and determines in good faith would not materially impair the Subsidiaries, taken as a wholeBorrower’s ability to perform or fulfill its obligations under this Agreement.

Restrictive Agreements. The Borrower Holding Company will not, and nor will not it permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower Holding Company to create, incur or permit to exist any Lien upon the Collateral owned by the Holding Company as provided herein and in the Security Documents, (ii) the ability of any Designated SBG Subsidiary or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, assets or (biii) the ability of any Subsidiary of any Designated SBG Subsidiary to pay dividends or other distributions to such Designated SBG Subsidiary with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary ownership interests or to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary of the Borrower or the ability of any Designated SBG Subsidiary or any of its Subsidiaries to make loans or advances to the Borrower or any Subsidiary of the Borrower or to Guarantee Indebtedness of the Borrower or any Subsidiary of the Borrower; provided that (i) the foregoing clauses (ii) and (iii) shall not apply to (x) restrictions and conditions imposed by law or by this Agreement, the Loan Documents and (iiy) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided sale (so long as such restrictions and conditions apply only to the Subsidiary Person that is to be sold and such sale is permitted hereunderunder the Loan Documents); provided, (iv) clause (a) of further, that the foregoing clauses shall not apply to restrictions and conditions imposed by the Other Debt Documents to the extent not more onerous than those in effect under (in the case of any such Subordinated Debt) the 8% Senior Subordinated Note Indenture or (in the case of any other such Indebtedness) the Initial Second Priority Debt Indentures; provided, further, that the foregoing clauses shall not apply to restrictions and conditions imposed by any agreement relating agreements and instruments evidencing or providing for Indebtedness incurred by the Holding Company to secured Indebtedness permitted by this Agreement if such restrictions refinance the Holding Company Convertible Debentures (or conditions apply only any further refinancing thereof) to the property extent not more restrictive than those in effect under the Holding Company Convertible Debentures or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeLoan Documents.

Restrictive Agreements. The Borrower will shall not, and will not nor shall it permit any of the its Subsidiaries to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of the Borrower or any Subsidiary of its Subsidiaries to create, incur create or permit to exist any Lien upon on any of its property or assets, to secure the Obligations or (b) the ability of any Subsidiary of its Subsidiaries to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make make, repay or repay prepay loans or advances to the Borrower or any other Subsidiary of the Borrower or to Guarantee Indebtedness Dispose of assets to the Borrower or any other SubsidiarySubsidiary of the Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementRequirements of Law, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.08 7.16 (but shall apply to any amendment or modification expanding the scope ofmodification, or any extension or renewal, of any such restriction or conditioncondition that has the effect of making such restriction or condition materially more restrictive), (iii) the foregoing shall not apply to customary restrictions and conditions that are not more restrictive than those contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is this Agreement contained in any documents governing any Indebtedness permitted hereunderby this Agreement, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted to be secured hereunder (including Capitalized Lease Liabilities and Purchase Money Debt) permitted by this Agreement if such restrictions or conditions apply only to the property or assets collateral securing such IndebtednessIndebtedness or such other obligations permitted to be secured hereunder, (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and or licenses or other contracts and agreements restricting the assignment thereofassignment, subletting or sublicensing thereof and (vi) the foregoing this Section shall not apply to such (A) any of its Subsidiaries that is not a Wholly-Owned Subsidiary with respect to restrictions and conditions applicable imposed by such Subsidiary’s organizational documents or any related joint venture or similar agreement so long as any such restriction or condition applies only to such Subsidiary and to any Subsidiary acquired after the date hereof if Capital Stock in such Subsidiary, (B) restrictions and conditions existed imposed on any of its Subsidiaries in existence at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and became a Subsidiary (vii) the foregoing but shall not apply to one any amendment or more Subsidiaries having modification expanding the scope of any such restriction or condition so long as any which makes such Subsidiary is not a Material Subsidiary, restrictions and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiariesconditions, taken as a whole, materially more restrictive); provided that such restrictions and conditions (x) apply only to such Subsidiary and (y) were not imposed in anticipation of the Facility, (C) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case entered into in the ordinary course of business; provided that such provisions apply only to the assets that are the subject of such lease, sub-lease, license, sub-license or other agreement and shall not apply to any other assets of the Borrower or any of its Subsidiaries and (D) restrictions on pledging joint venture interests included in customary provisions in joint venture agreements or arrangements and other similar agreements applicable to joint ventures.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (including any lease of Real Estate) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien as security for the Obligations upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary of its Subsidiaries to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary or thereof, to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions contained in the leases of Real Estate listed on Schedule 7.8 as in effect as of the Closing Date, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after Excluded Subsidiaries or the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation Capital Stock of such acquisition and Excluded Subsidiaries, (vii) the foregoing shall not apply to one restrictions in Indebtedness described in Section 7.1(f) to the extent relating solely to the applicable assets or more Subsidiaries having any Persons acquired after the Closing Date in connection with the assumption of such restriction or condition so long as any such Subsidiary is not a Material SubsidiaryIndebtedness, and each such Subsidiary together with all other such Subsidiaries in (viii) the aggregate foregoing shall not account for apply to restrictions in leases of Real Estate binding upon the tenants thereunder (or guarantors thereof), (ix) the foregoing shall not apply to Indebtedness permitted under Section 7.1(i) to the extent the restrictions thereunder are no more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiariesrestrictive, in any material respect, taken as a whole, than such restrictions contained herein, (x) the foregoing shall not apply to customary restrictions in joint venture arrangements, provided that such restrictions are limited to the assets of such joint ventures and the Capital Stock of the Persons party to such joint venture arrangements and (xi) the foregoing shall not apply to customary non-assignment provisions in contracts entered into in the ordinary course of business, provided that such restrictions are limited to the assets subject to such contracts and the Capital Stock of the Persons party to such contracts.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or (other arrangement than Subordinated Debt Documents evidencing Permitted Subordinated Debt) and that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and or other contracts agreements entered into in the ordinary course of business restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower REIT will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (including the organizational documents of such Person) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary of the REIT that owns Real Property in the Unencumbered Pool to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of the REIT that owns Real Property in the Unencumbered Pool to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary of the REIT or to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary of the REIT; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness (or ownership interests in the applicable Subsidiaries) and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries to, directly Directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by insurance law and related regulations or other law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 6.08 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions or conditions imposed by any tax sharing, tax allocation or similar tax arrangement or agreement entered into among the Borrower and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition its Subsidiaries and (vii) the foregoing shall not apply to one restrictions or more Subsidiaries having any such restriction or condition conditions imposed by the Permitted Tax Incentive Financing Transactions so long as any such Subsidiary is not a Material Subsidiary, and each restrictions or conditions apply only to the property or assets securing such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeIndebtedness.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsthe Collateral to secure the Secured Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the any Borrower or any other Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by this Agreementany Loan Document or other agreement evidencing Secured Obligations, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or Equity Interests or of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the assets or Equity Interests or such Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable on Equity Interests in joint ventures contained in any documents relating to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and formation or governance thereof, (vii) clause (a) of the foregoing shall not apply to one cash required to secure letters of credit, surety bonding obligations or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiarysimilar obligations, and each (viii) clause (b) of the foregoing shall not apply to restrictions pursuant to any other indenture or agreement governing the issuance of Indebtedness permitted hereunder, provided that such Subsidiary together with all other restrictions and conditions are customary for such Subsidiaries Indebtedness as reasonably determined in the aggregate shall not account for more than 10% good faith judgment of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeCompany.

Restrictive Agreements. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of the Subsidiaries Restricted Subsidiary or Intermediate Parent to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, any Intermediate Parent, the Borrower or any other Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure the Secured Obligations or (b) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing clauses (a) and (b) shall not apply to any such restrictions and conditions imposed by law or by this Agreement, that (iii)(x) the foregoing shall not apply to restrictions and conditions existing exist on the date hereof identified and (to the extent not otherwise permitted by this Section 6.10) are listed on Schedule 6.08 6.10 and (but shall apply to y) any amendment renewal or modification expanding extension of a restriction permitted by clause (i)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope ofof such restrictions, (ii)(x) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and (y) any renewal or extension of a restriction permitted by clause (ii)(x) or any agreement evidencing such restriction so long as such renewal or condition)extension does not expand the scope of such restrictions, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale represent Indebtedness of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale not a Loan Party that is permitted hereunderby Section 6.01, (iv) clause are customary restrictions that arise in connection with any Disposition permitted by Section 6.05 applicable pending such Disposition solely to the assets subject to such Disposition, (av) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the foregoing shall not apply extent any negative pledge relates to the property financed by or securing such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are imposed by Requirements of Law, (viii) are customary restrictions contained in leases, subleases, licenses or conditions asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (ix) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if pursuant to Section 6.01(a)(v) to the extent that such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vx) clause (a) of the foregoing shall not apply to are customary provisions in leases and other contracts restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the assignment thereofBorrower or any Restricted Subsidiary, (vixi) are customary provisions restricting assignment of any license, lease or other agreement, (xii) are restrictions on cash (or Permitted Investments) or deposits imposed by customers under contracts entered into in the foregoing shall not apply to ordinary course of business (or otherwise constituting Permitted Encumbrances on such restrictions and conditions applicable to cash or Permitted Investments or deposits) or (xiii) are customary net worth provisions contained in real property leases or licenses of intellectual property entered into by the Borrower or any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition Restricted Subsidiary, so long as any the Borrower has determined in good faith that such Subsidiary is net worth provisions could not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in reasonably be expected to impair the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year ability of the Borrower and its subsidiaries to meet their ongoing obligations under the Subsidiaries, taken as a wholeLoan Documents.

Restrictive Agreements. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, prohibits or restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (iA) the foregoing shall not apply to prohibitions, restrictions and conditions imposed by law any Requirement of Law, Permitted Encumbrances, any subordinated Indebtedness, the documents governing any Indebtedness permitted to be incurred pursuant to Section 6.01(c) or (h) or by this Agreementany Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope ofprohibitions, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale disposition of a Subsidiary any assets pending such saledisposition, provided such prohibitions, restrictions and conditions apply only to the assets or Restricted Subsidiary that is to be sold disposed of and such sale disposition is permitted hereunder, (ivC) clause (a) of the foregoing shall not apply to prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions either (1) apply only to the property or assets securing such Indebtedness, or (v2) clause do not restrict the granting of Liens by the Loan Parties to secure the maximum amount of the Revolving Commitments and Term B Loans in effect on the Closing Date, (aD) of the foregoing shall not apply to customary prohibitions, restrictions or conditions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.11 and applicable solely to such joint venture and entered into in the ordinary course of business, (E) the foregoing shall not apply to customary prohibitions or restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such prohibitions or restrictions relate to the assets subject thereto or are customary provisions in leases and other contracts restricting the subletting or assignment thereof, and (viF) the foregoing shall not apply to prohibitions, restrictions or conditions in agreements to which a Restricted Subsidiary is a party that are either (x) in effect on the Closing Date and identified on Schedule 6.12 or (y) binding on such restrictions and conditions applicable to any Restricted Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired of acquisition thereof and were not created entered into in anticipation contemplation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiaryacquisition, and each relating solely to such Restricted Subsidiary together with all other such Subsidiaries in and the aggregate shall not account for more than 10% assets of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeRestricted Subsidiary subject to such agreement.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Secured Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiarySecured Obligations; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any other asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is is, or the assets that are, to be sold and such sale is permitted hereunderhereunder or a condition to the closing of such sale is the payment in full of this Agreement or a consent under this Agreement (it being understood and agreed that neither the Administrative Agent nor any Lender shall be required to grant any such consent), (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (v) the foregoing shall not apply to restrictions and conditions contained in other Indebtedness permitted under this Agreement so long as such restrictions and conditions are not more onerous for the Borrower and the Subsidiaries than the restrictions and conditions contained in the Loan Documents, and (vi) the foregoing shall not apply to such restrictions customary provisions contained in joint venture agreements and conditions related to the organizational documents of non-wholly owned Subsidiaries; provided that the Borrower or the applicable Subsidiary shall use reasonable efforts to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having exclude any such restriction limitations or condition so long as any restrictions from such Subsidiary is not a Material Subsidiary, joint venture agreements and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeorganizational documents.

Restrictive Agreements. The Holdings and the Borrower will not, and will not permit any of the their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Holdings or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien to secure the Obligations upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary Subsidiaries of the Borrower to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary Borrower, to Guarantee the Obligations or to Guarantee Indebtedness transfer any of its property or assets to the Borrower or any other SubsidiaryBorrower; provided that (i) the foregoing clauses (a) and (b) shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document or the Escrow Agreement, (ii) the foregoing clause (b) shall not apply to restrictions and or conditions existing on the date hereof identified on Schedule 6.08 imposed by any Subordinated Debt Document or Note Document (but shall apply to or any amendment or modification expanding the scope of, document governing any such restriction or conditionPermitted Refinancing thereof), (iii) the foregoing clauses (a) and (b) shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or any assets thereof) pending such sale, provided such restrictions and conditions apply only to the Subsidiary (or any assets thereof) that is to be sold and such sale is permitted hereunder, (iv) clause the foregoing clauses (a) of and (b) (but, with respect to clause (b), only to the foregoing extent that any imposed transfer restrictions or conditions apply only to property or assets that are subject to Capital Lease Obligations or obligations incurred in connection with purchase money Indebtedness) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness and the obligors of such Indebtedness, (v) clause the foregoing clauses (a) of the foregoing and (b) shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereofof any such lease, license and/or contract and (vi) the foregoing clause (b) shall not apply to such customary restrictions and conditions applicable on transfers of Capital Stock in a joint venture to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and extent expressly permitted by clause (viix) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues definition of Permitted Encumbrance (but for the most recently ended fiscal year avoidance of doubt, there shall be no restriction on the Borrower and ability of Holdings or any of its Subsidiaries to pledge Capital Stock in a joint venture to secure the Subsidiaries, taken as a wholeObligations).

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the any Borrower or any other Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Subsidiary, or any assets of a Subsidiary, pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after requiring minimum reserves of cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation ordinary course of such acquisition business and (vii) clause (b) of the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.01 entered into after the Effective Date so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such restrictions are no more burdensome on the Company’s Subsidiaries in than the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholerestrictions contained herein.

Restrictive Agreements. The Neither the Parent nor the Borrower will, nor will not, and will not they permit any of the Subsidiaries Consolidated Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Parent, the Borrower or any Consolidated Subsidiary to create, incur or permit to exist any Lien securing the Indebtedness upon any of its property or assets, assets or (b) the ability of any Consolidated Subsidiary to pay dividends or other distributions to the Loan Parties with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Loan Party or to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary; Borrower, provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreementany Loan Document, any Term Loan Document, any Senior Notes Document or any document with respect to the Permitted Additional Indebtedness or any successor Term Loan Facility, provided that the terms therein are no more restrictive to the applicable Loan Party thereto than those contained herein, taken as a whole, and in any event shall permit Liens securing the Indebtedness in favor of the Agent, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply Annex X, or any agreements related to any amendment refinancings, refundings, renewals, extensions or modification expanding replacements in respect of any such Debt that does not expand the scope of, of any such restriction encumbrance or condition)restriction, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Consolidated Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Consolidated Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessDebt or secured by such Liens, (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment assignment, subletting or sublicensing thereof, (vi) restrictions on cash or other deposits imposed by customers under contracts entered into in the foregoing shall not apply ordinary course of business, (vii) any encumbrance or restriction on the assets of or equity in any joint venture that is contained in any joint venture agreement or other similar agreement with respect to such joint venture that was entered into in the ordinary course of business, (viii) agreements evidencing Liens permitted under subclauses (d) or (e) of Section 11.3, (ix) any agreement or instrument governing Debt permitted under Section 11.2(a)(ix) or Section 11.2(a)(xiv), 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 Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (x) any joint venture that is a Consolidated Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 11.5, (xi) agreements containing restrictions on the transfer of any asset or Consolidated Subsidiary pending the close of the sale of such asset or Consolidated Subsidiary so long as such sale is permitted under this Agreement, (xii) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business, (xiii) customary restrictions and conditions applicable contained in any agreement relating to the sale, transfer, lease, or other disposition of any Subsidiary acquired after asset permitted under Section 11.6, (xiv) customary net worth provisions contained in Real Property Leases entered into by the date hereof if Consolidated Subsidiaries of the Borrower or Parent, so long as the Borrower or Parent has determined in good faith that such restrictions net worth provisions would not reasonably be expected to impair the ability of the Parent or Borrower and conditions existed any Consolidated Subsidiaries to meet their ongoing obligations, (xv) any agreement in effect at the time such Consolidated Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition becomes a Consolidated Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Consolidated Subsidiary and (xvi) any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries restriction in any document governing the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeRefinancing Indebtedness.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist, or permit any of the Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist exist, directly or indirectly, any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Borrower or any other SubsidiaryRestricted Subsidiary (each, a “Restrictive Covenant”); provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed (x) by law Law, (y) by this Agreement or by any other Loan Document, or any other agreement or instrument governing Debt permitted to be incurred and outstanding hereunder, in each case so long as any such Restrictive Covenant is not materially more restrictive than the equivalent covenant under this Agreement, or (z) customary terms of operating agreements, shareholders’ agreements or other agreements relating to Investments in joint ventures, equity investments or non-wholly owned Subsidiaries made in compliance with Section 7.04, and (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in (w) agreements relating to the sale or change of a control (whether by merger, sale of stock or other structure) of the Borrower or any Restricted Subsidiary pending such saletransaction, provided such restrictions and conditions apply only to the Restricted Subsidiary that is or entities to be sold and such sale is permitted hereundernot prohibited hereunder or, if prohibited, the terms of such sale provide for the payment in full of the Obligations concurrently with the consummation of such transaction, (ivx) clause (a) of the foregoing shall not apply Debt secured by a Lien permitted to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement be incurred hereunder if such restrictions or and conditions apply only to the property or assets securing such IndebtednessDebt (and in the case of Liens permitted under Section 7.01(a)(z), any such Restrictive Covenant is not materially more restrictive than the equivalent covenant under this Agreement), (vy) clause agreements existing with respect to any Person or assets at the time such Person or assets are acquired not created in contemplation of such acquisition, or (az) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will notNo Credit Party will, and will not permit any of the Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of Equity Securities or with respect to, or measured by, its capital stock profits or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to provide a Guarantee of any Indebtedness of the Borrower or any other Restricted Subsidiary, (c) the ability of the Borrower or any Restricted Subsidiary to make any loan or advance to the Borrower or any of the Subsidiaries, or (d) the ability of the Borrower or any Restricted Subsidiary to sell, lease or transfer any of its property to the Borrower or any of the Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.9 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a an Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other ordinary course contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower EDS will not, and will not permit any of the Subsidiaries EDS Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower EDS or any EDS Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any EDS Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower EDS or any other EDS Subsidiary or to Guarantee Indebtedness of the Borrower EDS or any other EDS Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 7.14 and extensions, renewals and replacements thereof (but shall apply to any amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a an EDS Subsidiary or asset pending such sale, provided such restrictions and conditions apply only to the EDS Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness (A) Liens permitted by this Agreement Agreement, (B) any Permitted Receivables Financing or (C) any Customer Finance Transaction if such restrictions or conditions apply only to the property or assets subject to such Liens or the Receivables and Related Security subject to such Permitted Receivables Financing or the property or assets securing the obligations relating to such IndebtednessCustomer Finance Transaction, as the case may be, (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof, (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary by a Permitted Receivables Financing, (vii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to the provision of services by EDS or any EDS Subsidiary to the extent that such restrictions and or conditions applicable relate to equipment used solely in connection with the performance of that agreement, (viii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any Subsidiary acquired after license agreement, client service agreement or other agreement to the date hereof if extent that such restrictions and or conditions existed at relate to software or other intellectual property of EDS or any EDS Subsidiary used in connection with the time such Subsidiary was acquired and were not created in anticipation performance of such acquisition that agreement; and (viiix) the foregoing shall not apply to one restrictions and conditions imposed by any indenture, agreement, instrument or more Subsidiaries having other arrangement relating to any property or asset prior to the acquisition thereof by EDS or any EDS Subsidiary or existing on any property or asset of any Person that becomes an EDS Subsidiary after the date hereof prior to the time such Person becomes an EDS Subsidiary (but not to any amendment or modification expanding the scope of any such restriction or condition so long as any such Subsidiary is not a Material Subsidiarycondition), and each such Subsidiary together with all other such Subsidiaries provided that, in the aggregate case of this clause (ix), such restrictions or conditions (A) are not created in contemplation of or in connection with such acquisition or such Person becoming an EDS Subsidiary and (B) shall not account for more than 10% apply to any other property or assets of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeEDS or any EDS Subsidiary.

Restrictive Agreements. The Borrower Holdings will not, and nor will not it permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon: (a) the ability of the Borrower Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Holdings or any other Subsidiary or to Guarantee Indebtedness of the Borrower Holdings or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (iii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iiiii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, ; (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, ; (v) customary restrictions or conditions set forth in any Permitted Capital Markets Debt Indenture; (vi) restrictions or conditions imposed by any agreement that is assumed in connection with any acquisition of property or the foregoing shall not apply Equity Interests of any Person, so long as the relevant encumbrance or restriction relates solely to such restrictions the Person and conditions applicable to any Subsidiary acquired after its subsidiaries (including the date hereof if such restrictions and conditions existed at Equity Interests of the time such Subsidiary was relevant Person or Persons) and/or property so acquired and were was not created in connection with or in anticipation of such acquisition and acquisition; (vii) the foregoing shall not apply restrictions or conditions imposed by any agreement relating to one Indebtedness permitted by this Agreement if such restrictions or conditions are no more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, restrictive taken as a wholewhole than the restrictions and conditions contained herein (or this Agreement is modified (with only the consent of MGHL and the Administrative Agent) to include such other restrictions); and (viii) restrictions or conditions imposed by any EBT Document or imposed by applicable law in connection with an EBT.

Restrictive Agreements. The Neither Borrower will, nor will not, and will not it permit any of the Subsidiaries Material Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the U.S. Borrower or any Material Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Material Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the U.S. Borrower or any other Subsidiary or to Guarantee Indebtedness of the either Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or by this Agreement(B) any Loan Document, (ii) the foregoing shall not apply to restrictions and or conditions existing on the date hereof Restatement Effective Date and identified on Schedule 6.08 6.09 (but shall apply to any amendment extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) clause (a) of the foregoing shall not apply to any existing or future joint venture agreement that restricts the ability of any party to such restrictions agreement to create, incur or permit a Lien on the equity interests in the joint venture, provided that the U.S. Borrower and conditions applicable any Material Subsidiary party to any Subsidiary acquired after such agreement collectively own no more than 81 percent of the date hereof if equity interests in such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition joint venture and (vii) clause (a) of the foregoing shall not apply to one restrictions or more Subsidiaries having conditions imposed by any agreement if the terms of such agreement expressly permit the creation, incurrence and existence of Liens to secure Indebtedness or other Secured Obligations under this Agreement and extensions, renewals and replacements of any such restriction Indebtedness or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeSecured Obligations.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary that is not a Foreign Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary that is not a Foreign Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement or the other Loan Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary any sale, transfer, lease or other disposition permitted under Section 6.09 pending such sale, transfer, lease or other disposition, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderasset or Equity Interest subject of such sale, transfer, lease or disposition, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to customary restrictions on transfer of any asset in any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereunder to the extent such restrictions and conditions applicable only restrict the transfer of the property subject to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition agreement and (vii) the foregoing shall not apply to one or more Subsidiaries having (x) in the case of any such restriction or condition so long as any such Restricted Subsidiary that is not a Material wholly-owned Restricted Subsidiary, restrictions and each conditions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Restricted Subsidiary together with all other and to any Equity Interest in such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of Restricted Subsidiary or (y) licenses or sublicenses by the Borrower and its Restricted Subsidiaries of intellectual property in the Subsidiaries, taken as a wholeordinary course of business and consistent with past practices.

Restrictive Agreements. The Borrower Lufkin will not, and will not permit any of the its consolidated Material Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that (a) prohibits, restricts or imposes any condition upon (ai) the ability of either of the Borrower Borrowers or any such Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, or (bii) the ability of any such Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or other Equity Interests or to make or repay loans or advances to either of the Borrower Borrowers or any other consolidated Subsidiary or to Guarantee Indebtedness of either of the Borrower Borrowers or any other Subsidiaryconsolidated Subsidiary or (b) requires any obligation of either of the Borrowers or any other Loan Party in favor of any other Person, including any Lender, to be secured by any Property of either of the Borrowers or any Material Subsidiary if any obligation of either of the Borrowers or such Loan Party is secured; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (aa)(i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (v) clause (aa)(i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will shall not, and will not nor shall it permit any of the Subsidiaries Subsidiary (other than Securitization Entities) to, directly or indirectly, enter into, incur indirectly agree to any restriction or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon limitation on (a) the ability of the Borrower or any Subsidiary (other than Securitization Entities) to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary (other than Securitization Entities) to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the either Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any (other Subsidiarythan Securitization Entities); provided provided, that (i) the foregoing shall not apply to restrictions and conditions imposed by law Law, the GECC Term Loan or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.07 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, or making more restrictive, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement (in the case of secured Indebtedness, if such restrictions or conditions apply only to the property or assets securing such Indebtedness), (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and documentation governing any Permitted Securitization, (vii) the foregoing shall not apply to one transactions contemplated by the Master Agreement, (viii) the foregoing shall not apply to other restrictions that could not reasonably be expected to impair the Borrower’s ability to repay the Obligations as and when due, (ix) the foregoing shall not apply to restrictions existing under or more Subsidiaries having by reason of any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof and not extending to any Person other than the acquired Person) and (x) the foregoing shall not apply to anti-assignment provisions in contracts restricting the assignment thereof (including any such restriction or condition so long as provision in licenses and leases); provided, further, that this Section 6.07 shall not apply to any such Subsidiary is not a Material Subsidiaryrestrictions imposed on Synchrony Bank by applicable Law, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% including by order of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeany Bank Regulatory Authority.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries other Credit Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets (other than (1) other investments in Capital Stock of joint ventures permitted under Section 5.8 and (2) investments permitted under Section 5.8(j) if such restriction or conditions apply only to the property or assets that are the subject of such investment), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 5.5 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or other assets that is to be sold and such sale is permitted hereunder, (iv) clause paragraph (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessDebt, (v) clause paragraph (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) existing restrictions with respect to a Person acquired by the foregoing shall not apply Borrower or any of its Subsidiaries (except to the extent such restrictions and conditions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Subsidiary acquired after Person, or the date hereof if properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired, (vii) restrictions contained in any agreement or instrument relating to Swap Contracts to the extent, in the good faith judgment of the Borrower, such restrictions and conditions existed restrictions, at the time such Subsidiary was acquired and were not created in anticipation Debt is incurred, either (A) are on customary market terms for Debt of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition type, so long as the Borrower has determined in good faith that such restrictions would not reasonably be expected to impair in any such Subsidiary is material respect the ability the Borrower and the other Subsidiaries to meet their ongoing payment obligations under the Financing Documents, or (B) are not materially more restrictive, taken as a Material Subsidiarywhole with respect to the Borrower and the other Subsidiaries, and each such Subsidiary together with all other such Subsidiaries than the restrictions in the aggregate shall not account for more than 10% Financing Documents, (viii) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the gross revenues for the most recently ended fiscal year Ordinary Course of Business of the Borrower and the its Subsidiaries, taken as a wholeand (ix) non-material, ordinary course of business provisions and conditions contained in the existing operating units, farmout exchange, joint exploration, transportation and related oil and gas agreements executed in the ordinary course of business.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary of its Subsidiaries to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower Parent or any other Subsidiary or thereof, to Guarantee Indebtedness of the Borrower Parent or any other SubsidiarySubsidiary thereof or to transfer any of its property or assets to the Parent or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or a division, product line or line of business of the Parent or any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and sold, such sale is permitted hereunderhereunder and such restrictions do not prohibit such Subsidiary from complying with its obligations under this Agreement and the other Loan Documents, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) shall not apply to customary provisions, contracts, licenses or in leases prohibiting or restricting the assignment, subleasing or sublicensing thereof and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such any restrictions and conditions applicable imposed by agreements relating to Indebtedness of any Subsidiary acquired after the date hereof if such restrictions and conditions existed in existence at the time such Subsidiary was acquired and were became a Subsidiary, provided that any such restriction as not created in anticipation contemplation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is restrictions do not a Material prohibit or limit such Subsidiary, and each such Subsidiary together ’s obligations under this Agreement or the other Loan Documents or the Loan Parties’ compliance with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeSection 5.12.

Restrictive Agreements. The Borrower No Loan Party will not, and will not permit any of the Subsidiaries to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary such Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, assets in favor of the Collateral Agent or (b) the ability of any Subsidiary thereof to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock to such Loan Party or to make or repay loans or advances to the Borrower a Loan Party or any other Subsidiary of a Loan Party or to Guarantee guarantee Indebtedness of the Borrower Loan Parties or any other Subsidiary; Subsidiary of the Loan Parties, provided that (i) the foregoing shall not apply to (1) restrictions and conditions imposed by law Applicable Law or by any Loan Document, (2) any restriction or condition with respect to any asset of any Loan Party or any of its Subsidiaries imposed pursuant to an agreement which has been entered into for the sale or disposition of such assets or all or substantially all of the Capital Stock or assets of such Loan Party or such Subsidiary, so long as such sale or disposition is permitted under this Agreement, (ii3) contractual obligations binding on a Subsidiary of the foregoing shall Borrower at the time such Person first becomes a Subsidiary, so long as such contractual obligations were not apply entered into in contemplation of such Person becoming a Subsidiary, (4) customary provisions in joint venture agreements and other similar agreements applicable to restrictions joint ventures permitted hereunder and conditions existing on applicable solely to such joint venture entered into in the date hereof identified on Schedule 6.08 ordinary course of business, or (but shall apply to 5) any amendment or modification expanding the scope of, any such restriction or conditioncondition imposed by any Term Loan Document or any Indebtedness permitted under clauses (e), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderh), (ivo), or (r) of the definition of “Permitted Indebtedness”; and (ii) clause (a) of the foregoing shall not apply to (1) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v2) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts or licenses restricting the assignment or subleasing thereof, (vi3) any negative pledges and restrictions on Liens in favor of any holder of Permitted Indebtedness of the foregoing shall not apply type described in clauses (e), (h), (l) or (r) of the definition of “Permitted Indebtedness” but solely to such restrictions and conditions applicable the extent any negative pledge relates to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at property financed by or the time such Subsidiary was acquired and were not created in anticipation subject of such acquisition Indebtedness, and (vii4) the foregoing shall not apply to one restrictions on cash, other deposits or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries net worth imposed by customers under contracts entered into in the aggregate shall not account for more than 10% ordinary course of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholebusiness.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiaryBorrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, rule, regulation or order (in each case, having the force of law), by this Agreement, by the terms of the notes to be issued in the Notes Offering or by the Securitization Documents with respect to the Securitization SPV and/or any Receivables and Related Assets securitized thereunder, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension, renewal, amendment or modification expanding thereof which materially expands the scope ofof such restrictions or conditions, any such restriction or conditiontaken as a whole), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale or disposition of a any assets or Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale or disposition is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness any Lien permitted by this Agreement if such the restrictions or conditions do not apply only to any property or assets other than the property or assets securing asset subject to such IndebtednessLien, (v) clause (a) of the foregoing shall not apply to customary provisions in leases (including prohibitions contained therein on a Lien on the lease or the property subject to the lease) and other contracts restricting the assignment thereof(including restrictions on assignment), (vi) the foregoing shall not apply to such regulatory restrictions and conditions applicable to any Subsidiary acquired after imposed on insurance Subsidiaries of the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and Borrower, (vii) the foregoing shall not apply to one restrictions contained in any instrument governing Indebtedness or more Equity Interests of a Person acquired by the Borrower or any of its Subsidiaries having as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred, or such Equity Interests were issued, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided that the encumbrances or restrictions contained in any such restriction amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiariesrefinancings, taken as a whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments as in effect on the date of acquisition, (viii) the foregoing shall not apply to restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business, (ix) the foregoing shall not apply to customary restrictions imposed on the transfer of copyrighted or patented materials or other intellectual property and customary provisions in agreements that restrict the assignment of such agreements or any rights thereunder, and (x) the foregoing shall not apply to any restrictions imposed by contracts or leases entered into in the ordinary course of business by any Person acquired by the Borrower or any of its Subsidiaries with such Person's customers, lessors or suppliers and not in connection with or in contemplation of the acquisition of such Person by the Borrower or such Subsidiary of the Borrower, which restrictions are not applicable to any Person, or the property or assets of any Person, other than the property or assets of the Person so acquired.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets (other than any Excluded Assets (as defined in the Collateral Agreement)) to secure the Obligations or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiaryObligations; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this AgreementAgreement or any other Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on imposed by the date hereof identified on Schedule 6.08 definitive documentation in respect of (but shall apply to x) any amendment Alternative Incremental Facility Debt or modification expanding Credit Agreement Refinancing Indebtedness, (y) any Refinancing Indebtedness in respect thereof or (z) any other Indebtedness permitted by Section 6.01; provided that such restrictions and conditions when taken as a whole are no more restrictive in any material respect than the scope of, any such restriction or conditionrestrictions and conditions in the Loan Documents (as reasonably determined by the Borrower in consultation with the Administrative Agent), (iiiC) in the foregoing shall case of any Restricted Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to such Restricted Subsidiary and to the Equity Interests of such Restricted Subsidiary, (D) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets of the Borrower or any Restricted Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to such Restricted Subsidiary or the Subsidiary assets that is are to be sold and and, in each case, such sale is permitted hereunder, and (ivE) restrictions and conditions existing on the Second Amendment Effective Date and identified on Schedule 6.09 (or to any extension or renewal of, or any amendment, modification or replacement not expanding the scope of, any such restriction or condition); (ii) clause (a) of the foregoing shall not apply to (A) restrictions or and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Section 6.01 if such restrictions or and conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (vB) customary provisions in leases and other agreements restricting the assignment thereof; and (iii) clause (ab) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable imposed by any agreement relating to Indebtedness of any Restricted Subsidiary acquired after in existence at the date hereof time such Restricted Subsidiary became a Restricted Subsidiary and otherwise permitted by Section 6.01 if such restrictions and conditions existed at the time apply only to such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Restricted Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will not, and will not permit any None of the Subsidiaries toObligors nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Obligor or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Obligor or any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock stock, (c) the ability of any Obligor or any Restricted Subsidiary to make or repay loans or advances to any Obligor or (d) the Borrower ability of any Obligor or any other Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Borrower or any other SubsidiaryObligor; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Law or by this AgreementAgreement or by Swap Agreements entered into by Restricted Subsidiaries that are Foreign Subsidiaries and secured as permitted by Section 6.02(f), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of the Borrower pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if Agreement, including, without limitation, secured Indebtedness permitted by Section 6.01(f), provided that such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof or encumbrances on the property that is the subject thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower Holdings will not, and will not permit any of the Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Holdings or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower Holdings or any other Subsidiary or Restricted Subsidiary, to Guarantee Indebtedness of the Borrower Holdings or any other SubsidiaryRestricted Subsidiary or to transfer any of its property or assets to Holdings or any Restricted Subsidiary of Holdings; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement, (ii) any other Transaction Document, the foregoing shall not apply to Loan Facility Agreement, or any other indenture, note purchase agreement or loan agreement in connection with any permitted refinancing of the Loan Facility Agreement, so long as the restrictions and conditions existing on in such other indenture, note purchase agreement or loan agreement are no more burdensome in any material respect than those imposed by the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition)Loan Facility Agreement, (iiiii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, ; provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (aSection 7.8(a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement (including the Inventory Financing Agreement) if such restrictions or and conditions apply only to the property or assets securing such Indebtedness, (iv) the foregoing shall not apply to restrictions and conditions contained in the Inventory Financing Agreement as in effect on the Closing Date and (v) clause (aSection 7.8(a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements relating (including by way of merger, acquisition or consolidation) entered into by the Borrower or any Subsidiary solely to the sale extent in effect pending the consummation of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereundertransaction, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and licenses and other contracts restricting the assignment or encumbrance thereof, (v) the foregoing shall not apply to restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of an acquisition in which such Subsidiary was acquired (and not created in contemplation of such acquisition), (vi) the foregoing shall not apply to such contractual encumbrances or restrictions and conditions applicable to any Subsidiary acquired after in effect as of the date hereof if and set forth on Schedule 6.09 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and restriction or condition), (vii) the foregoing shall not apply to one customary provisions in joint ventures agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to Equity Interests in such joint venture), (viii) the foregoing shall not apply to customary net worth provisions or more Subsidiaries having any such restriction or condition similar financial maintenance provisions contained in real property leases entered into by a Subsidiary, so long as any the Borrower has determined in good faith that such Subsidiary is net worth provisions could not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in reasonably be expected to impair the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year ability of the Borrower and the Subsidiaries, taken as a wholeSubsidiaries to meet their ongoing obligations under the Loan Documents and (ix) and the foregoing shall not apply to restrictions or conditions set forth in any agreement governing Indebtedness not prohibited by Section 6.01; provided that such restrictions and conditions are customary for such Indebtedness.

Restrictive Agreements. The Borrower Company will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than as required pursuant to applicable law) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document or by any document evidencing the Permitted Private Placement Financing, (ii) the foregoing shall not apply to customary restrictions and on then-market terms for the applicable Indebtedness under any Indebtedness permitted by Section 6.01 (so long as, in the case of Indebtedness permitted under Section 6.01(b), the conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, imposed by any such restriction Indebtedness which constitutes extended, renewed or condition)replaced Indebtedness are no more restrictive than the applicable original Indebtedness) or for any other Indebtedness not prohibited hereunder, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets or Subsidiary that is are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower Credit Parties will not, and will not permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that by its terms prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Company to create, incur or permit to exist any Lien upon any of its property material assets (unless such agreement or assetsarrangement does not prohibit, restrict or impose any condition upon the ability of any Company to create, incur or permit to exist any Lien in favor of the Administrative Agent or any Lender created hereunder), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrower Guarantor or any other Subsidiary or to Guarantee Indebtedness of the Borrower Guarantor or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.06 (but shall apply to any extension, renewal, amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the securitization, financing or other transfer of mortgage loans (and/or related rights and interests and servicing assets) owned by the Borrower or any of its Subsidiaries, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness obligations permitted by this Agreement (including obligations secured by Liens permitted by Section 6.03(b), (c), or (d)) if such restrictions or conditions apply only to the property or assets securing such Indebtednessobligations, (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, thereof and (vivii) clause (a) of the foregoing shall not apply to such restrictions and or conditions applicable imposed by any agreement relating to Indebtedness permitted hereunder pursuant to Section 6.02(c), (e), or (f) or any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeReceivables Transaction.

Restrictive Agreements. The Borrower No Loan Party will not, and will not permit any of the Subsidiaries to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary such Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, assets in favor of the Collateral Agent or (b) the ability of any Subsidiary thereof to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock to such Loan Party or to make or repay loans or advances to the Borrower or any other Subsidiary a Loan Party or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary; Loan Parties, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law, by any Loan Document, by any documents in existence on the Closing Date or by this Agreementunder any documents relating to joint ventures of any Loan Party to the extent that such joint ventures are not prohibited hereunder, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or equity permitted hereunder by a Loan Party or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets of the Loan Party or Subsidiary that is are to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in contracts or leases and other contracts restricting the assignment or subleasing or sublicensing thereof, (viv) the foregoing shall not apply to such restrictions and conditions applicable any agreement related to any Subsidiary acquired after Indebtedness under the date hereof if such restrictions and conditions existed at Senior Notes, the time such Subsidiary was acquired and were Holdco Notes, or the Term Loan Financing Facility, (vi) clause (a) of the foregoing shall not created in anticipation apply to licenses or contracts which by the terms of such acquisition licenses and contracts prohibit the granting of Liens on the rights contained therein, and (vii) the foregoing shall not apply to one or more Subsidiaries having any restrictions in existence prior to the time any such restriction or condition so long as Person became a Subsidiary and not created in contemplation of any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeacquisition.

Restrictive Agreements. The Borrower will not, and nor will not it permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement or the Indenture (or any documents evidencing or relating to the issuance of any permitted Senior Notes or any Permitted Refinancing), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 7.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, thereof and (viv) the foregoing shall not apply to such restrictions the Organizational Documents of the Borrower or any Restricted Subsidiary as in effect on the Effective Date or any amendment or modification thereof after the Effective Date that complies with Section 7.10. Neither the Borrower nor any of its Restricted Subsidiaries will permit any Sponsored Partnership to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Sponsored Partnership to (x) create, incur or permit to exist any Lien upon any of its Oil and conditions applicable Gas Interests, (y) pay dividends or other distributions with respect to any Subsidiary acquired after of its Equity Interests or (z) to make or repay loans or advances to the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) Borrower or any Restricted Subsidiary; provided that the foregoing shall not apply to one the Organizational Documents of any existing Sponsored Partnership as in effect on the Effective Date or more Subsidiaries having any Sponsored Partnership formed after the date hereof if the Organizational Documents of such restriction or condition so long Sponsored Partnership are substantially the same as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% Organizational Documents of the gross revenues for Sponsored Partnerships existing on the most recently ended fiscal year of Effective Date or any amendment or modification thereof after the Borrower and the Subsidiaries, taken as a wholeEffective Date that complies with Section 7.10.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of the Subsidiaries Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets (other than as permitted under Section 6.02), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law any Requirement of Law or by this Agreementany Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to 6.10 and any amendment amendments or modification expanding modifications thereof that do not materially expand the scope of, of any such restriction or condition)condition taken as a whole, (iiiC) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivD) customary restrictions or conditions contained in any agreement relating to the disposition of any property permitted by Section 6.03 pending the consummation of such disposition, (E) restrictions in the transfer of assets encumbered by a Lien permitted by Section 6.02(d), (F) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (G) restrictions on cash or other deposits (including escrowed funds) imposed under contracts entered into in the ordinary course of business; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary; (ii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, ; and (viii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will not, and will not permit any of the its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or of any Subsidiary to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary under the Loan Documents; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.5 (but and shall apply to any extension or renewal of, or any amendment or modification materially expanding the scope of, any such restriction restrictions or conditionconditions taken as a whole), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets of the Borrower or any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is or assets to be sold and such sale is permitted not prohibited hereunder, (iv) the foregoing shall not apply to any agreement or restriction or condition in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (v) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vvii) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting the assignment thereof, (viviii) the foregoing shall not apply to restrictions or conditions set forth in any agreement governing Indebtedness not prohibited by Section 6.2; provided that such restrictions and conditions applicable to any Subsidiary acquired after are customary for such Indebtedness and are no more restrictive, taken as a whole, than the date hereof if such comparable restrictions and conditions existed at set forth in this Agreement as determined in the time such Subsidiary was acquired and were not created in anticipation good faith judgment of such acquisition the board of directors or other applicable governing body of the Borrower, and (viiix) the foregoing shall not apply to one restrictions on cash or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries deposits (including escrowed funds) imposed under contracts entered into in the aggregate shall not account for more than 10% ordinary course of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholebusiness.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or other Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to any restrictions imposed by any agreement governing Indebtedness entered into after the Effective Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than the then customary market terms for Indebtedness of such type (as determined in good faith by the Borrower), so long as the Borrower shall have determined in good faith that such restrictions will not affect the obligation or ability of the Borrower and its Subsidiaries to (x) make any payments required to be made by it hereunder or under the Guarantee Agreement, (y) become a Loan Party (to the extent so required by Section 5.10), or (z) perform obligations required to be performed by it under the Loan Documents to which it is a party, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing Section 6.08 shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (viv) the foregoing clause (a) of this Section 6.08 shall not apply to customary provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or Equity Interests in, joint ventures provided that such restrictions provisions do not restrict the applicable Loan Party from granting the Administrative Agent a Lien on the proceeds of such Loan Party’s interest therein, (vi) clause (a) of this Section 6.08 shall not apply to licenses or sublicenses by the Borrower and conditions applicable 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 provided that, with respect to any Subsidiary acquired outbound licenses only, which are entered into on or after the date hereof if Effective Date, each Loan Party shall use its commercially reasonable efforts (as such restrictions term is used in Section 1.4 of the Security Agreement) not to enter into any such licenses that prohibit the applicable Loan Party from granting the Liens to the Administrative Agent contemplated by the Loan Documents unless such Loan Party believes, in its reasonable judgment, that such prohibition is usual and conditions existed at the time such Subsidiary was acquired and were not created customary in anticipation transactions of such acquisition and type) (it being acknowledged that enforcement of or other exercise of remedies in connection with any such Lien may trigger termination rights of the licensee thereunder), (vii) the foregoing shall not apply to one or more Subsidiaries having any prohibitions and limitations that are binding on a Subsidiary at the time such restriction or condition Subsidiary first becomes a Subsidiary, so long as such prohibitions and limitations were not created in contemplation of such Person becoming a Subsidiary and apply only to such Subsidiary and provided that any such prohibitions and limitations do not prevent the Administrative Agent from acquiring a Lien on the assets of such Subsidiary to the extent required by Section 5.11, (viii) clause (a) of this Section 6.08 shall not apply to any customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (ix) clause (b) of this Section 6.08 shall not apply to any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary which Disposition is permitted by Section 6.03, (x) clause (b) of this Section 6.08 shall not a Material Subsidiaryapply to any customary net worth provisions contained in real property leases, subleases, licenses or permits entered into by the Borrower or any of its Subsidiaries so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and each (xi) the foregoing shall not apply to restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided that such Subsidiary together with all other such Subsidiaries amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the aggregate shall not account for more than 10% good faith judgment of the gross revenues for Borrower, no more restrictive with respect to such Lien restrictions than those contained in the most recently ended fiscal year restrictions described in clauses (a) and (b) of the Borrower and the Subsidiariesthis Section prior to such amendment, taken as a wholemodification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictive Agreements. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure the Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Equity Interests, to make or repay loans or advances to the Borrower or any other Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary, to transfer any of its properties or assets to the Borrower or any other Subsidiary or to grant Liens on its assets (including Equity Interests) to the Collateral Agent; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreement, any other Loan Document, any Incremental Facility Amendment, the ABL Credit Agreement, any Refinancing Facility Agreement or any document governing any Refinancing Term Loan Indebtedness or Refinancing Indebtedness, (iiB) the foregoing shall not apply to restrictions and conditions existing imposed by the Senior Unsecured Notes Documents as in effect on the date hereof identified on Schedule 6.08 or any agreement or document evidencing Refinancing Term Loan Indebtedness in respect of the Senior Unsecured Notes Documents permitted under clause (but shall apply to any amendment or modification expanding ii) of Section 6.01(a); provided that the scope of, restrictions and conditions contained in any such restriction agreement or condition)document taken as a whole are not materially less favorable to the Lenders than the restrictions and conditions imposed by the Senior Unsecured Notes Documents, (iiiC) in the foregoing shall case of any Subsidiary that is not a wholly owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreements; provided that such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of such Subsidiary, (D) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets of Holdings, the Borrower or any Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to such Subsidiary or the Subsidiary assets that is are to be sold and and, in each case, such sale is permitted hereunder, (ivE) restrictions and conditions existing on the date hereof and identified on Schedule 6.10 (and any extension or renewal of, or any amendment, modification or replacement of the documents set forth on such schedule that do not expand the scope of, any such restriction or condition in any material respect) and (F) customary restrictions and conditions imposed by any agreement governing Indebtedness or other obligations of a Foreign Subsidiary; (ii) clause (a) of the foregoing shall not apply to (A) restrictions or and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement clause (vi) of Section 6.01(a) if such restrictions or and conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (vB) customary provisions in leases and other agreements restricting the assignment thereof; and (iii) clause (ab) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable imposed by any agreement relating to Indebtedness of any Subsidiary acquired after in existence at the date hereof time such Subsidiary became a Subsidiary and otherwise permitted by clause (vii) of Section 6.01(a) if such restrictions and conditions existed at the time apply only to such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeits subsidiaries.

Restrictive Agreements. The Borrower will notNo Credit Party will, and will not permit any of the Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of Equity Securities or with respect to, or measured by, its capital stock profits or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to provide a Guarantee of any Indebtedness of the Borrower or any other Restricted Subsidiary, (c) the ability of the Borrower or any Restricted Subsidiary to make any loan or advance to the Borrower or any of the Subsidiaries, or (d) the ability of the Borrower or any Restricted Subsidiary to sell, lease or transfer any of its property to the Borrower or any of the Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), 6.9; (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a an Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other ordinary course contracts restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary of the Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Secured Obligations (and any refinancing, refunding, extension, renewal or replacement thereof), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the any Borrower or any other Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law Requirements of Law or by this Agreement, any Loan Document; (ii) the foregoing shall not apply to restrictions and conditions imposed on the Loan Parties existing on the date hereof Effective Date identified on Schedule 6.08 6.10 and amendments, modifications, extensions renewals, replacements or refinancings thereof (but shall apply to any refinancing, refunding, extension, renewal or replacement of, or any amendment or modification expanding the scope of, any such restriction or condition), ; (iii) restrictions and conditions imposed upon the foregoing shall not apply Company (but solely with respect to the Equity Interests held by the Company in PPC Mexico or any other Foreign Subsidiary), PPC Mexico and its Subsidiaries, and any other Foreign Subsidiary and its Subsidiaries, in each case with respect to Indebtedness of PPC Mexico or such other Foreign Subsidiary permitted by Section 6.01(i); (iv) customary restrictions and conditions contained in agreements relating to the sale sale, transfer, lease or other disposition of a Subsidiary or asset in a transaction permitted under Section 6.05 pending such sale, transfer, lease or other disposition, (provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold sold, transferred, leased or otherwise disposed and such sale sale, transfer, lease or other disposition is otherwise permitted hereunder); (v) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures or Equity Interests therein entered into in the ordinary course of business; (vi) customary provisions contained in leases, subleases, licenses or sublicenses of intellectual property and other similar agreements entered into in the ordinary course of business that do not materially interfere with the business of the Company and its Subsidiaries; (ivvii) restrictions created in connection with any Qualified Securitization Facility that, in the good faith determination of the Borrower Representative, are necessary or advisable to effect such Qualified Securitization Facility; (viii) restrictions and conditions contained in the documentation governing the 2027 Senior Notes and the 2031 Sustainability-Linked Senior Notes; and (ix) any agreement in effect at the time such Person becomes a Subsidiary of the Company, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Company (provided that such restrictions and conditions apply only to such Subsidiary, its Subsidiaries and their respective assets, and not any Loan Party or other Subsidiary or the assets of any Loan Party or other Subsidiary); and provided, further, that clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness or sale and leaseback transactions otherwise permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Indebtedness and (vB) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts any agreement entered into in the ordinary course of business restricting the assignment thereof, (vi) the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a whole.

Restrictive Agreements. The Borrower will not, and will not permit any of the Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement, any other Transaction Document, the Loan Facility Agreement, the Note Agreements (ii) or in any other note purchase agreement entered into in connection with any Private Placement Debt permitted to be incurred hereunder or any other indenture, note purchase agreement or loan agreement in connection with any permitted refinancing of the foregoing shall not apply to Loan Facility Agreement or the Note Agreements, so long as the restrictions and conditions existing on in such other indenture, note purchase agreement or loan agreement are no more burdensome in any material respect than those imposed by the date hereof identified on Schedule 6.08 (but shall apply to any amendment Loan Facility Agreement or modification expanding the scope of, any such restriction or conditionNote Agreements), (iiiii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, ; provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (aSection 7.8(a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness, (viv) clause (aSection 7.8(a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (viv) the foregoing Section 7.8(a) and Section 7.8(b) shall not apply to such restrictions and or conditions applicable to any Subsidiary acquired after imposed by the date hereof Dent-A-Med Credit Agreement (in the case of Section 7.8(a), solely if such restrictions and conditions existed at apply only to the time property or assets securing such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or more Subsidiaries having any such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the aggregate shall not account for more than 10% of the gross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, taken as a wholeIndebtedness).