Common use of Restrictive Agreements Clause in Contracts

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Documentas otherwise approved by the Administrative Agent, (ii) 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) 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 Agreement, if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) 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) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement 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 any Lien upon any of its assets or properties, 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 its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other SubsidiarySubsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary of the Borrowerthereof; provided, provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Documentas otherwise approved by the Administrative Agent, (ii) 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) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any restrictive condition upon (a) the ability of the Borrower or any Subsidiary of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, 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 its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other SubsidiarySubsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary of the Borrowerthereof; provided, provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or applicable requirements of any Governmental Authority or by this Agreement or any other Loan Document, or agreements governing Indebtedness permitted by Section 7.1(c) to the extent such restrictions govern only the asset financed pursuant to such Indebtedness, and (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law any Requirement of Law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained existing on the date hereof identified on Schedule 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 any restrictions or conditions in agreements relating to the sale respect of a Person who becomes a Subsidiary pending such saleafter the date of this Agreement, provided so long as such restrictions and or conditions apply only to the Subsidiary that is sold and were not entered into solely in contemplation of such sale is permitted hereunderPerson becoming a Subsidiary, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower No Loan Party will not, and will not permit any 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 such Loan Party to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary such Loan Party to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the any Borrower or any other Subsidiary, Loan Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerLoan Party; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Effective Date identified on Schedule 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 Person pending such sale, provided such restrictions and conditions apply only to the Subsidiary Person that is to be sold and such sale is permitted hereunder, (iiiiv) 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 and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 any Lien upon any of its assets or properties, 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 common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (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) and (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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Borrowers will not, and nor will not the Lead Borrower permit any Subsidiary of the other Credit Parties 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 any of the Borrower or any Subsidiary Credit Parties to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary of the Credit Parties to pay dividends or other distributions with respect to any shares of its common stock, capital stock or other equity interests or to make or repay loans or advances to the Borrower Borrowers or any of the other Subsidiary, Credit Parties or to Guarantee guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; providedother Credit Parties, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing restrictions 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, (iii) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subleasing thereof.

Restrictive Agreements. The No Borrower will notwill, and will not permit any 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 Credit Party to create, incur or permit to exist any Lien upon any of its Property or assets or properties, whether now owned or hereafter acquired, in favor of the Administrative Agent and/or the other Secured Parties or (b) the ability of any Subsidiary to pay dividends or other distributions to any Borrower or any other Subsidiary, as applicable, or the ability of any Borrower to pay dividends or other distributions to any other Borrower, in each case, with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the any Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained permitted pursuant to an agreement entered into in agreements relating to the connection with a sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunderunder Section 6.13, (iii) 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 and or conditions apply only to the property Property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 assets or properties, whether now owned or hereafter acquiredProperty other than Permitted Liens, or (b) the ability of any Subsidiary to (i) pay dividends or other distributions with respect to holders of its common stockEquity Interests, to (ii) make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee or (iii) guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (iw) the foregoing shall does not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (iix) the foregoing shall does not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided if such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiy) clause (a) shall of the foregoing does not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Agreement, and (ivz) clause (a) shall of the foregoing does not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary 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 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 7.10 (and shall not apply to any extension or renewal of, or any amendment or modification that 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) 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 and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any Subsidiary other member of the Borrower Affiliated Group 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 any member of the Borrower or any Subsidiary Affiliated Group to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary member of the Borrower Affiliated Group to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower Borrowers or any other Subsidiary, member of the Borrower Affiliated Group or to Guarantee guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary or to transfer any member of its property or assets to the Borrower or any Subsidiary of the Borrower; providedAffiliated Group, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing restrictions 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, (iii) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subleasing thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to holders of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any such Restricted Subsidiary to declare or pay dividends or other distributions with respect to its common stockequity holders, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other such Restricted Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrowersuch Restricted Subsidiary; provided, that (iA) the foregoing shall not apply to restrictions or conditions imposed by law or by law, this Agreement or any other Loan Document, the Note Agreement or the Indenture (iiin the case of the Note Agreement and the Indenture, as in effect on the date hereof), and (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a any Restricted Subsidiary of the Borrower pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquired(other than any Lien permitted by Section 6.02), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary toNo Credit Party 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 Subsidiary Credit Party to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Credit Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerCredit Party; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Documentthe Note Purchase Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 7.8 (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, (iiiiv) 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 and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary 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 to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 8.8 (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, (iiiiv) 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 and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and ---------------------- will not permit any Subsidiary of 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 any Lien upon any of its assets or properties, 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 common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; provided, provided that (i) the foregoing shall not apply to -------- restrictions or and conditions imposed by law laws, regulations or orders of any Governmental Authority or by this Agreement or any other Loan DocumentAgreement, (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, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) the foregoing shall not apply to customary prohibit provisions in leases and other contracts restricting the assignment thereofindentures which relate to Subsidiary Guarantees which do not prohibit Guarantees contemplated by this Agreement.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, as security for the Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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, such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in real property or equipment leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary toNo Credit Party 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 Subsidiary Credit Party to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Credit Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerCredit Party; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Documentthe Credit Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 7.8 (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, (iiiiv) 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 and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any Subsidiary of their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the any Borrower or any Subsidiary of its respective Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower Borrowers or any other Subsidiary, to Guarantee Indebtedness of the any Borrower or any other Subsidiary or to transfer any of its property or assets to the any Borrower or any Subsidiary of the BorrowerBorrowers; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts licenses agreements restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in real property or equipment leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property prop­erty or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, the Note Purchase Agreement or the Senior Note Documents, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, however, that (i) the foregoing shall not apply to restrictions or conditions set forth in Schedule 7.7 or restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower Company will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to holders of its common stockEquity Interests, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Borrower Company or any Subsidiary other Subsidiary, in each case, which are materially more restrictive than this Agreement (with the understanding that there shall be no restriction on the repayment of the Borroweramount owing under or in connection herewith); provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or 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) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Neither Holdings nor the Parent Borrower will, nor will not, and will not they permit any 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 Subsidiary to create, incur or permit to exist any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to secure the Borrower Obligations (or any Subsidiary of Indebtedness incurred to refinance or replace the BorrowerObligations); provided, provided that (ia) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.06 or to any refinancing, extension or renewal of, or any amendment or modification of, any Indebtedness or other agreement existing on the date hereof containing any such restriction or condition (but without expanding the scope of any such restriction or condition), (c) 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, (iiid) clause (a) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ive) clause (a) the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment assignment, pledge or mortgage thereof.

Restrictive Agreements. The Borrower No Loan Party will not, and will not permit any 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 such Loan Party to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary Loan Party to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary Loan Party or to transfer guarantee the Obligations of any of its property or assets to the Borrower or any Subsidiary of the BorrowerLoan Party; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.34 (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, (iiiiv) 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 and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to holders of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 the Equity Interests of such Subsidiary and such sale is permitted hereunder, (iii) clause (a) 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 are customary for such Indebtedness and no more restrictive than the comparable restrictions and conditions apply only to the property or assets securing such Indebtedness set forth in this Agreement and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Neither Holdings nor the Parent Borrower will, nor will not, and will not they permit any 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 Subsidiary to create, incur or permit to exist any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to secure the Borrower Obligations (or any Subsidiary of Indebtedness incurred to refinance or replace the BorrowerObligations); provided, provided that (ia) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 or to any refinancing, extension or renewal of, or any amendment or modification of, any Indebtedness or other agreement existing on the date hereof containing any such restriction or condition (but without expanding the scope of any such restriction or condition), (c) 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, (iiid) clause (a) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ive) clause (a) the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment assignment, pledge or mortgage thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets material Property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary Borrower to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower any Subsidiary or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement any Loan Document or any other TOPS Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on SCHEDULE 6.08 or any extension, renewal, amendment or modification thereof which does not expand the scope of any such restriction or condition (but the foregoing shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) clause (a) of the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or an asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not it permit any 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 Credit Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any such Credit Party or Subsidiary to pay dividends or other distributions with respect to any of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary or to transfer any guarantee Indebtedness of its property or assets to the Borrower Company or any Subsidiary of the Borrowerother Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law any Requirement of Law or by this Agreement or any other Loan Credit Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 9.14 (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, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness expressly permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (ivv) clause paragraph (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit the Parent or any Subsidiary of the Subsidiaries of the Parent to, directly or indirectly, enter into, incur or permit to exist any agreement 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 any Lien upon any of its assets or properties, whether now owned or hereafter acquired, ; or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower Parent or any other Subsidiary, to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary of the Parent or to transfer any of its property or assets to the Borrower Parent or any Subsidiary of the BorrowerParent; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, ; (ii) 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 such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, ; (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness; and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Parent will not, and will not permit any 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 Parent or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary of the Borrower to pay dividends or other distributions with respect to any shares of its common stock, capital stock or other equity interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary of the Borrower or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrowerthereof; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) 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 sold and such sale is permitted hereunder, (iii) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iviii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist, or permit any Material Subsidiary to, directly or indirectly, enter into, incur or permit to exist exist, directly or indirectly, any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Material Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the any Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary or to transfer any of its property or assets to the any Borrower or any Restricted Subsidiary of the Borrower(each, a “Restrictive Covenant”); provided, that (i) the foregoing shall not apply to restrictions or conditions imposed (x) by law or Law, (y) by this Agreement or any other Loan Document, or (z) by the Term Loan Agreement or any amendment, restatement, modification, replacement or refinancing thereof, 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, and (ii) the foregoing shall not apply to customary restrictions and conditions contained in (x) agreements relating to the sale of a Material Subsidiary pending such sale, provided such restrictions and conditions apply only to the Material Subsidiary that is sold and such sale is permitted not prohibited hereunder, (iiiy) clause (a) 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 and conditions apply only to the property or assets securing such Indebtedness and Debt, or (ivz) clause (a) shall agreements existing with respect to any Person or assets at the time such Person or assets are acquired not apply to customary provisions created in leases and other contracts restricting the assignment thereofcontemplation of such acquisition.

Restrictive Agreements. The Borrower Lessee will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Lessee or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Lessee or any other Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower Lessee or any other Subsidiary or to transfer any of its property or assets to the Borrower Lessee or any Subsidiary of the BorrowerLessee; provided, however, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Master Agreement or any other Loan Operative Document, (ii) 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 sold and such sale is permitted hereunder, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under Section 5.14(c) of this Master Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower Sponsor will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Sponsor or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guarantee Indebtedness of the Borrower Sponsor or any other Subsidiary or to transfer any of its property or assets to the Borrower Sponsor or any Subsidiary of the BorrowerSponsor; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Transaction Document, the SouthTrust Loan Facility Agreement, the 2002 Note Agreement, the 2005 Note Agreement, or the Synthetic Lease Documents (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases [and other contracts contracts] restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to holders of its common stock, equity interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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, (iii) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to holders of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) 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) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Domestic Borrower will not, and will not permit any Subsidiary of its Subsidiaries (other than the SPV) 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 any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary (other than SPV) to pay dividends or other distributions with respect to its common stockany Equity Interests, or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Domestic Borrower or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Domestic Borrower or any Subsidiary of the Borrowerother Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentCredit Document or as contemplated by the Securitization Documents (with respect to the loans or advances and the Guaranteeing of Indebtedness, as aforesaid), (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), and (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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Lessee will not, and will not permit any Subsidiary of 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 any Lien upon any of its assets or properties, 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 common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Lessee or any other Subsidiary or to transfer any incur Suretyship Liabilities in respect of its property or assets to Indebtedness of the Borrower Lessee or any Subsidiary of the Borrowerother Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any and the other Loan DocumentOperative Agreements, (ii) the foregoing shall not apply to restrictions and conditions (x) contained in the Other Corporate Loan Documents or (y) existing on the date hereof and identified on Schedule 9.5(i) (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) and (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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if hereunder and provided further that such restrictions and conditions apply only to the property or assets securing such Indebtedness cannot be imposed at any time that a Default has occurred and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofis continuing.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets Pool Property or properties, whether now owned or hereafter acquiredthe Equity Interests in a Borrower, or (b) the ability of any Subsidiary Borrower to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the a Lead Borrower or any other Subsidiary, Subsidiary Borrower or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerBorrowers; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Documentas otherwise approved by the Administrative Agent, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Borrower pending such sale, provided such restrictions and conditions apply only to the Subsidiary Borrower that is to be sold and such sale is permitted hereunder, (iii) 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 and or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stockmake Restricted Payments to, to make or repay loans or advances to, or to transfer assets to, the Borrower or any other Subsidiary, Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary 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 conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or conditions imposed by law or by this Agreement renewal of, or any other Loan Documentamendment or modification expanding the scope of, any such restriction or condition), (ii) 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) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower No Loan Party will not, and will not permit any 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 such Loan Party to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 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, (iiiiv) 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 and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases [and other contracts contracts] restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on the Borrower or any Subsidiary that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower or any Subsidiary to create[reserved], incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (bii) the ability of any Subsidiary Guarantor to pay dividends or make other distributions with respect to any of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor, or (iii) the ability of any Subsidiary to transfer any of its property repay loans or assets advances to the Borrower or any Subsidiary of the Borrower; providedGuarantor, provided that (ia) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement the Loan Documents, (b) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 7.10 (but shall apply to any extension or renewal of, or any other Loan Documentamendment or modification expanding the scope of, any such restriction or condition), and (iic) 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, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter Enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that that, (i) the foregoing shall not apply to restrictions or conditions imposed by law or Law, by this Agreement or Agreement, by any other Loan DocumentDocument or by any Ultimate Parent Indebtedness Documentation as in effect on the Effective Date, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Capital Lease Obligations permitted by this Agreement if Agreement, so long as such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions provision in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (v) the foregoing restrictions shall not apply to restrictions on any Securitization Subsidiaries contained in the documents governing any Securitization Transaction.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement 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 any Lien upon any of its assets or properties, 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 its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other SubsidiarySubsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary of the Borrowerthereof; provided, provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, Document and (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower Sponsor will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Sponsor or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower Sponsor or any other Subsidiary or to transfer any of its property or assets to the Borrower Sponsor or any Subsidiary of the BorrowerSponsor; provided, however, that (i) the foregoing shall not apply to restrictions or conditions set forth in Schedule 6.21 or restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under Section 6.14 of this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan DocumentDocument or the Note Purchase Agreement, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 properties, 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 common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary 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 or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) restrictions and conditions existing on the foregoing date hereof identified on Schedule 6.06 (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) 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, hereunder and (iiiiv) (in the case of clause (a) shall not apply to above) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions (whether by division or in cash, securities or other property) with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary 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 or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) 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 sold to be sold, and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) foregoing shall not apply to customary provisions restrictions or conditions existing in leases any agreement relating to Indebtedness of any Subsidiary permitted by Section 6.01(b) and such restrictions or conditions will not materially impair the ability of the Borrower to pay its Indebtedness and other contracts restricting the assignment thereofobligations hereunder.

Restrictive Agreements. The Neither the Borrower will not, and will not permit nor any Restricted Subsidiary towill, 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 Restricted Subsidiary to create, incur create or permit to exist any Lien upon on any of its assets or properties, whether now owned or hereafter acquired, inventory or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; provided, provided that (i1) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement Agreement, (2) the foregoing shall not apply to restrictions and conditions existing on the date hereof, or any other Loan Documentextension or renewal of any such restriction or condition, but shall apply to any amendment or modification expanding the scope of such restriction or condition, (ii3) 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, (iii4) clause (a) of 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 and or conditions apply only to the property or assets securing such Indebtedness Debt and (iv5) clause (a) of this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the LOAN AGREEMENT ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness incur Suretyship Liabilities in respect of Debt of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions (x) contained in the Other Corporate Loan Documents or (y) existing on the date hereof and identified on Schedule 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) and (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, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if hereunder and provided further that such restrictions and conditions apply only to the property or assets securing such Indebtedness cannot be imposed at any time that a Default has occurred and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofis continuing.

Restrictive Agreements. The Borrower Company will not, and nor will not it permit any 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 Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Borrower Company or any Subsidiary of the Borrowerother Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Effective Date identified on Schedule 6.11 (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, (iiiiv) 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 and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary 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 or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in real property or equipment leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the either Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stockEquity Interest, to make or repay loans or advances to the either Borrower or any other Subsidiary, to Guarantee Indebtedness of the either Borrower or any other Subsidiary or to transfer any of its property or assets to the either Borrower or any Subsidiary of the BorrowerSubsidiary; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) above shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) above shall not apply to customary provisions in leases and other contracts restricting restrictions or conditions imposed by the assignment thereofagreements listed on Schedule 7.8.

Restrictive Agreements. The Borrower Except as set forth in Schedule 6.10, or in the agreements relating to the Prepetition Secured Notes, the Company will not, and nor will not it permit any 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 Company or any Subsidiary to create, incur or permit to exist any Lien securing Obligations or any refinancing thereof upon any of its property or assets or properties, whether now actually owned or hereafter acquiredby it, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Borrower Company or any Subsidiary of the Borrowerother Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary provisions included in licenses, contracts, leases, agreements and other instruments restricting assignment and/or encumbrance, (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, (iiiiv) 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 and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Sponsor will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Sponsor or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guarantee Indebtedness of the Borrower Sponsor or any other Subsidiary or to transfer any of its property or assets to the Borrower Sponsor or any Subsidiary of the BorrowerSponsor; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan DocumentTransaction Document or the 2005 Note Agreement, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; providedPROVIDED, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or permit any Lien upon any of its assets or propertiesProperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Company or any other Subsidiary, to Guarantee guaranty Indebtedness of the Borrower Company or any other Subsidiary or to transfer any of its property Property or assets to the Borrower Company or any Subsidiary of the BorrowerCompany; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Note Document, the Bank Credit Agreement or the Bank Loan DocumentDocuments, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property Property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Except for restrictions contained in the indenture governing the Subordinated Debt incurred as a result of the Capital Market Event, the Borrower will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other the Loan DocumentDocuments, (ii) 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to of the property or assets securing such Indebtedness and (iv) clause (a) foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.thereof and (iv) and the foregoing shall not apply to restrictions

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets Pool Property or properties, whether now owned or hereafter acquiredthe Equity Interests in any Pool Property Owner, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Credit Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerCredit Parties; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law any Legal Requirement or by this Agreement or any other Loan Documentas otherwise approved by the Administrative Agent, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iii) 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 and or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Sponsor will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Sponsor or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guarantee Indebtedness of the Borrower Sponsor or any other Subsidiary or to transfer any of its property or assets to the Borrower Sponsor or any Subsidiary of the BorrowerSponsor; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Transaction Document or the SouthTrust Loan DocumentFacility Agreement, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Parent and the Borrower will not, and will not permit any other Subsidiary (other than a Receivables 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 to secure any of the Secured Obligations or properties, whether now owned any refinancing or hereafter acquiredreplacement thereof, or (b) the ability of any Subsidiary (other than the Borrower) to pay dividends or other distributions with respect to any of its common stock, Equity Interests or to make or repay loans or advances to the Borrower Parent or any other Subsidiary, Loan Party or to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerLoan Party; provided, that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on June 30, 2011 in the Senior Secured Notes Indenture, the GM Access and Security Agreement or in the Existing Senior Notes Indentures or identified on Schedule 6.06 or to any extension or renewal thereof, or any amendment or modification thereto that 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) 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 and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.to

Restrictive Agreements. The Borrower will not, and nor ----------------------- will not it permit any 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 properties, 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 common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and -------- conditions imposed by law or by this Agreement any Loan Document or any other Loan Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 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, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.119

Restrictive Agreements. The Borrower No Borrowing Base Subsidiary will not, and will not permit any 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 Borrowing Base Subsidiaries to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Borrowing Base Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Borrowing Base Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerBorrowing Base Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Borrowing Base Subsidiary pending such sale, provided such restrictions and conditions apply only to the Borrowing Base Subsidiary that is to be sold and such sale is permitted hereunder, (iii) 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 and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Company or any other Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary or to transfer any of its property or assets to the Borrower Company or any Subsidiary of the BorrowerCompany; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement Agreement, the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Industrial Revenue Bonds or any other Loan Documentthe Existing Note Purchase Agreement, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Documentas otherwise approved by the Administrative Agent, (ii) 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) 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 Agreement, if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and and, (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (v) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any merger or similar transaction.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to holders of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) 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 and or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (iviii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (iv) clause (a) and (b) of the foregoing shall not apply to encumbrances or restrictions existing under or by reason of a Senior Debt Document.

Restrictive Agreements. The Borrower will not, and nor will not it permit any Subsidiary of 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 other Loan Party to create, incur or permit to exist any Lien upon any of its assets or properties, whether now owned or hereafter acquiredProperty to secure the Secured Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Loan Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerLoan Party; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained set forth in agreements relating the Loan Documents, (iii) the foregoing shall not apply to the sale of a Subsidiary pending such sale, provided such restrictions and conditions existing on the date hereof identified on Schedule 6.09 (but shall apply only to any extension or renewal of, or any amendment or modification expanding the Subsidiary that is sold and scope of, any such sale is permitted hereunderrestriction or condition), (iiiiv) 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 and or conditions apply only to the property or assets Property securing such Indebtedness Indebtedness, and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and ---------------------- will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, -------- that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan DocumentDocument or the Note Agreement, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit Subsidiary Loan Parties to and will use reasonable commercial efforts to prohibit any of its Subsidiaries that are not Subsidiary Loan Parties 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other the Loan DocumentDocuments, (ii) 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) 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 and or conditions apply only to the property or assets securing such Indebtedness and are no more restrictive in any material respect than these provisions and (iv) clause (a) of the foregoing shall not apply to customary provisions in contracts and leases and other contracts entered into in the ordinary course restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 any Lien upon any of its assets or properties, 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 common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness incur Suretyship Liabilities in respect of Debt of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions (x) contained in the Other Corporate Loan Documents or (y) existing on the date hereof and identified on Schedule 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) and (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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if hereunder and provided further that such restrictions and conditions apply only to the property or assets securing such Indebtedness cannot be imposed at any time that a Default has occurred and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.is continuing..

Restrictive Agreements. The Catalytica and the Borrower ----------------------- will not, and will not permit any 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 Catalytica, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; provided, provided that -------- (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (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, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.,

Restrictive Agreements. The Borrower will not, and will ---------------------- not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the -------- foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or Agreement, any other Loan Transaction Document, the SouthTrust Loan Facility Agreement, or the Note Purchase Agreement (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Sponsor will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Sponsor or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guarantee Indebtedness of the Borrower Sponsor or any other Subsidiary or to transfer any of its property or assets to the Borrower Sponsor or any Subsidiary of the BorrowerSponsor; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Transaction Document, the SouthTrust Loan DocumentFacility Agreement, or the Note Purchase Agreement, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will notNo Loan Party will, and no Loan Party will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Loan Party or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary of the Subsidiaries to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower Loan Parties or any other Subsidiary, to Guarantee guarantee Indebtedness of the Borrower Loan Parties or any other Subsidiary or to transfer any of its property or assets to the Borrower Loan Parties or any other Subsidiary of the Borrowerthereof; provided, provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iviii) clause (a) shall not apply to customary provisions in leases and other contracts entered into in the ordinary course of business and restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 any Lien upon any of its assets or properties, 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 common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness incur Suretyship Liabilities in respect of Debt of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions (x) contained in the Other Corporate Loan Documents or (y) existing on the date CREDIT AGREEMENT hereof and identified on Schedule 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) and (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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if hereunder and provided further that such restrictions and conditions apply only to the property or assets securing such Indebtedness cannot be imposed at any time that a Default has occurred and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofis continuing.

Restrictive Agreements. The Borrower Borrower, Holdings and International will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Borrower, Holdings, International or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Company or any other Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary or to transfer any of its property or assets to the Borrower Company or any Subsidiary of the BorrowerCompany; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement Agreement, the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Synthetic Lease Documents or any other Loan Documentthe Industrial Revenue Bonds, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary 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 Restricted Group Member to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Group Member or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Group Member; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement the Loan Documents or any other the First Lien Loan DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.14 (but shall apply to any extension or renewal of any such restriction, or any amendment or modification of any such restriction or condition making such restriction or condition more restrictive), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets or stock pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets or stock that is to be sold and such sale is permitted hereunder, (iiiiv) 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 and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the ii)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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, however, that (i) the foregoing shall not apply to restrictions or conditions set forth in Schedule 7.8 or restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under Section 7.1(c) of this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, however, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under Section 7.1(c) of this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, acquired or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers and the other subsidiaries of the US Borrower will not, and will not permit any Subsidiary torespectively, 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 Borrowers or the other subsidiaries of the US Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquired, assets; or (b) the ability of any Subsidiary subsidiary of the US Borrower to pay dividends or other distributions with respect to any shares of its common capital stock, or to make or repay loans or advances to the Borrower Borrowers or any other Subsidiarysubsidiary of the US Borrower, or to Guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary subsidiary of the US Borrower; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to existing on the sale of a Subsidiary pending date hereof identified on Schedule 6.07 (and any extension or renewal of, or any amendment or modification that does not expand the scope of, any such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunderrestriction or condition), (iii) 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 and or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof. 39 SECTION 6.08.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of 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 assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to holders of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) 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 sold and such sale is permitted hereunder, (iii) 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 and or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (iviii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (iv) clause (a) and (b) of the foregoing shall not apply to encumbrances or restrictions existing under or by reason of the Mezzanine Notes.

Restrictive Agreements. The Borrower Company will not, and nor will not it permit any 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 Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquiredby it, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Borrower Company or any Subsidiary of the Borrowerother Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary provisions included in licenses, contracts, leases, agreements and other instruments restricting assignment and/or encumbrance, (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, (iiiiv) 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 and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit No Loan Party shall agree to any Subsidiary to, directly restriction or indirectly, enter into, incur limitation (other than as set forth in this Agreement or permit the other Credit Documents) on the making of Distributions (other than Distributions by the Parent) or the transferring of assets from any Loan Party to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borroweranother Loan Party; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Documentlaw, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 5.02(n), (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, (iiiiv) clause (a) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (ivv) clause (a) the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofassignments thereof and (vi) the foregoing shall not apply to restrictions and conditions that are applicable solely to Excluded Subsidiaries or Foreign Subsidiaries that are not Loan Parties.

Restrictive Agreements. The Borrower will not, and will not permit any 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 such Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquired, assets; or (b) the ability of any Subsidiary of its Restricted Subsidiaries to pay dividends or other distributions with respect to any shares of its common capital stock, partnership or membership interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Documentthe Pledge Agreements, (ii) 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, and (iii) clause (a) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating on the Borrower's ability to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofimpose Liens on its Portfolio Investments.