Common use of Restrictive Agreements Clause in Contracts

Restrictive Agreements. No Loan Party will, nor will 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 such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrowers will not, nor and will it not permit any Subsidiary of their Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrowers or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower the Borrowers or any other Subsidiary or to Guarantee Indebtedness of any Borrower the Borrowers or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 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 or any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willNone of the Obligors is subject to any material indenture, nor will it permit any Subsidiary toagreement, directly or indirectly enter into, incur or permit to exist any agreement instrument or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that Subsidiary (ieach, a “Restrictive Agreement”), in each case, except those listed on Schedule 7.15 or otherwise permitted under Section 9.11, or the following: (A) customary provisions in [***] Certain information in this document has been omitted and filed separately with the foregoing shall not apply Securities and Exchange Commission. Confidential treatment has been requested with respect to restrictions the omitted portions. contracts (including without limitation leases and conditions imposed by any Requirement licenses of Law or by any Loan DocumentIntellectual Property) restricting the assignment thereof, (iiB) 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to governing secured Permitted Indebtedness permitted by this Agreement if under Sections 9.01(d), (i), (m) and (o), to the extent that such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (C) agreements (including licenses) entered into in connection with joint ventures, licensing arrangements or corporate collaborations that are permitted under Sections 9.09 (c) and (v) clause (a) d), to the extent such agreements do not prohibit the Loans hereunder or the Liens granted in favor of the foregoing shall not apply Lenders (except for any new Intellectual Property co-owned by an Obligor and a joint venture/development partner or owned by a joint venture entity), and (D) any agreement in connection with the Excluded IP (each of such agreements listed in subclauses (A) to customary provisions in leases and other contracts restricting the assignment thereof(D), a “Permitted Restrictive Agreement”).

Restrictive Agreements. No Loan Party Borrower will, nor or will 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) enter into or assume any agreement (other than the ability Financing Documents, the Affiliated Financing Documents, and any agreements for purchase money debt permitted under clause (c) of such Loan Party the definition of Permitted Debt) prohibiting the creation or any Subsidiary to create, incur or permit to exist assumption of any Lien upon any of its property properties or assets, whether now owned or hereafter acquired, or (b) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Financing Documents and the Affiliated Financing Documents) on the ability of any Subsidiary to to: (i) pay dividends or other distributions with respect make Distributions to any Equity Interests Borrower or any Subsidiary; (ii) pay any Debt owed to any Borrower or any Subsidiary; (iii) make or repay loans or advances to any Borrower or any other Subsidiary Subsidiary; or (iv) transfer any of its property or assets to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i1) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by Law, by this Agreement or any other Financing Document, (2) restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness and Debt, (v3) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts subleases restricting the assignment thereofthereof or the assets governed thereby and (4) any agreement in connection with an Asset Disposition permitted by Section 5.6 pending consummation of such Asset Disposition solely to the extent it relates only to property being sold in such Permitted Asset Disposition.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any 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 that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor Borrower will it 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 such Loan Party or any Subsidiary Borrower to create, incur or permit to exist any Lien upon any of its property or assetsassets forming a part of the Collateral, or (b) the ability of any Subsidiary Borrower (other than the Company) to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other SubsidiaryBorrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement Requirements of Law or by any Loan Document, ; (ii) the foregoing shall not apply to restrictions and conditions imposed on the Borrowers 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 Borrower pending such sale, sale (provided that such restrictions and conditions apply only to the Subsidiary Borrower that is to be sold and such sale is permitted hereunder, ); (iv) clause paragraph (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness; and (v) clause paragraph (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrowers will not, nor and will it 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 such Loan Party the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or other Equity Interests or to make or repay loans or advances to any Borrower the Company or any other Subsidiary or to Guarantee Indebtedness of any Borrower the Company or any other Subsidiary; provided provided, that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing are customary for such Indebtedness and, with respect to such Indebtedness of any Loan Party, no more restrictive than the comparable restrictions and conditions set forth in the Loan Documents, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party the US Borrower or any Subsidiary other Credit Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of the US Borrower to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or membership interests or to make or repay loans or advances to any the US Borrower or any other Subsidiary or to Guarantee Indebtedness of any the US Borrower or any other Subsidiaryof its Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Applicable Law or by any Loan Document, Document and provided further that (iix) the foregoing shall not apply to restrictions clauses (a) 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), (iiib) the foregoing above shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Person or asset pending such sale, provided such restrictions and conditions apply only sale solely to the Subsidiary that is to be sold and extent such sale is permitted hereunderunder Section 9.5, and (ivy) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing above shall not apply to customary provisions in leases leases, sublease, licenses or sublicenses and other contracts restricting the assignment thereofthereof and negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 9.1(e) or (j), but solely to the extent such negative pledge or restriction relates to the Property financed by such Indebtedness.

Restrictive Agreements. No Loan Party willThe REIT Guarantor and the Borrower will not, nor and will it not permit any Subsidiary of their respective Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such any of the Loan Party Parties or any Subsidiary of their respective Subsidiaries to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary of the Borrower’s Subsidiaries to pay dividends or other distributions with respect to any Equity Interests or its Capital Stock, to make or repay loans or advances to any the Borrower or any other Subsidiary or of its Subsidiaries thereof, to Guarantee Indebtedness of any the Borrower or any other Subsidiaryof its Subsidiaries thereof or to transfer any of its property or assets to the Borrower or any of its Subsidiaries thereof; provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by any Requirement of Law 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 assets (including Capital Stock of a Subsidiary Subsidiary) pending such sale, provided such restrictions and conditions apply only to the Subsidiary assets that is are to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or its Capital 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 Guarantee Indebtedness transfer any of any its property or assets to the Borrower or any other SubsidiarySubsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by any Requirement of 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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Capital Lease Obligations permitted by this Agreement if so long as such restrictions or and conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions provision in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or 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 Guarantee Indebtedness transfer any of any its property or assets to the Borrower or any other SubsidiarySubsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed (A) by law, (B) by this Agreement or any Requirement of Law or by any other Loan Document, (iiC) by the foregoing shall not apply to restrictions and conditions existing on documents governing the date hereof identified Private Placement Debt, (D) by documents listed on Schedule 6.10 7.8 hereto or (but shall apply to E) by any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition)documents creating a Permitted Lien, (iiiii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willBorrower and Parent will not, nor and will it not permit any Restricted Subsidiary to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, prohibits or restricts or imposes any condition upon (a) the ability of such Loan Party Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Administrative Agent for the benefit of the Lenders upon any of its property or assetsProperty, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect make Restricted Payments to any Equity Interests or to make or repay loans or advances to any Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of any Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document or any Senior Notes Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof of this Agreement identified on Schedule 6.10 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement if such restrictions or conditions apply only to the property Property or assets securing such Indebtedness or other obligation, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and or other contracts agreements restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Sponsor will not, nor and will it 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 such Loan Party the Sponsor or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, (b) the ability of any Credit Party to guarantee the Guaranteed Obligations or otherwise be a Credit Party pursuant to the Operative Documents or (bc) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or its common stock, to make or repay loans or advances to the Sponsor or any Borrower other Subsidiary, to Guaranty Indebtedness of the Sponsor or any other Subsidiary or to Guarantee Indebtedness transfer any of any Borrower its property or assets to the Sponsor or any other SubsidiarySubsidiary of the Sponsor; provided provided, however, that (i) the foregoing shall not apply to restrictions and or conditions set forth in Schedule 6.21 or restrictions or conditions imposed by any Requirement of Law law or by this Agreement or any Loan other Operative Document, the Revolving Facility or the Senior Note Purchase Agreement, (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, hereunder and (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement hereby if such restrictions or and conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any holders of its Equity Interests or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any 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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any asset sale pending such sale, provided such restrictions and conditions apply only to such assets and such sale is permitted hereunder and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof 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, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts contractual agreements restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its Capital Stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other SubsidiarySubsidiary or to transfer any of its assets to the Borrower or any other Subsidiary of the Borrower; provided PROVIDED that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereofthereof and (v) any such restriction in existence on the date hereof identified on Schedule 8.21 that would not reasonably be expected have a Material Adverse Effect (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition).

Restrictive Agreements. No Loan Party will, nor will 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 such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willNot, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly enter Enter into, incur or permit to exist any agreement (other than any Contractual Obligation binding on any HMO Subsidiary or other arrangement Insurance Subsidiary) that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any Equity Interests or its Capital Stock, to make or repay loans or advances to any the Borrower or any other Subsidiary or Restricted Subsidiary, to Guarantee Indebtedness of any the Borrower or any other SubsidiaryRestricted Subsidiary or to transfer any of its property or assets to the Borrower or any Restricted Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by any Requirement of 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 Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Capital Lease Obligations permitted by this Agreement if so long as such restrictions or and conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions provision in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets that secures the Secured Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any Borrower or any other Subsidiary Loan Party or to Guarantee Indebtedness of any Borrower or any other SubsidiaryLoan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any 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 that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (vi) clause (b) of the foregoing shall not apply to customary restrictions or conditions agreed to or imposed in connection with any Qualifying IPO Restructuring or Qualifying IPO.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of the Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its Capital Stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it Bluestem shall not and shall 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 such Loan Party or Bluestem, any Subsidiary or the Company to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower or Bluestem, any other Subsidiary or to Guarantee Indebtedness of any Borrower Bluestem or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Credit Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Closing Date identified on Schedule 6.10 1.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding modification, in each case, which expands the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Bluestem Letter Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases of Bluestem or any Subsidiary and other contracts restricting the assignment thereofthereof and (vi) the foregoing shall not apply to restrictions and conditions of the type imposed by any Bluestem Inventory Loan Document or any Senior Subordinated Document, in each case, as in effect as of the date hereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 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 or any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party Neither the Borrower nor Parent will, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing restrictions contained in this Section 7.8 shall not apply to (i) restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement or as otherwise approved by the Administrative Agent, (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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, or ownership interests in the obligors with respect to such Indebtedness, and (viv) solely with respect to clause (a) of the foregoing shall not apply to customary ), provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any of its property Pool Property or assetsthe Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of any the Borrower or any other SubsidiarySubsidiary Guarantor; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement or as otherwise approved by the Administrative Agent, (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 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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party Neither Holdings nor the Borrower will, nor will it they 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 such Loan Party Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document or Senior Subordinated Debt Document, or the terms of any Additional Senior Subordinated Notes (to the extent such restrictions or conditions are no more restrictive than those with respect to Senior Subordinated Notes), (ii) the foregoing shall not apply to restrictions and conditions existing on or about the date hereof and 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will 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 such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law applicable law or by any 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 assets or a Subsidiary pending such sale, provided such restrictions and conditions apply only to such assets or the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any holders of its Equity Interests or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any 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 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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assetsthe Collateral, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Anything herein or any other Loan Party willDocument to the contrary notwithstanding, nor the Parent will it not, and will not permit any Subsidiary to, directly or indirectly enter into, incur create or permit otherwise allow to exist any agreement or restriction (other arrangement than a Loan Document or any "Loan Document" as defined in the Related Facilities) that prohibits(i) prohibits or restricts the creation or assumption of any Lien upon any Property of the Parent, the Borrower or any Restricted Subsidiary in favor of any Person, including without limitation the Banks, (ii) prohibits or restricts or imposes any condition upon Restricted Subsidiary from executing any guarantee which may be required under Section 9.7 hereof, (aiii) requires any obligation of the ability of such Loan Party Parent or any Subsidiary to createbe secured by any Property of the Parent or any Restricted Subsidiary if any obligation of the Parent or such Subsidiary to the Banks is secured in favor of another Person, incur or permit to exist any Lien upon any of its property or assetsincluding without limitation the Banks, or (biv) prohibits or restricts the ability of (A) any Restricted Subsidiary (1) to pay dividends or make other distributions with respect to any Equity Interests or to make or repay loans contributions or advances to any Borrower the Parent or any other Subsidiary or Restricted Subsidiary, (2) to Guarantee Indebtedness of any Borrower repay loans and other indebtedness owing by it to the Parent or any other Restricted Subsidiary; provided that , (i3) to redeem equity interests held by it by Parent or any other Restricted Subsidiary, or (4) to transfer any of its assets to the Parent or any other Restricted Subsidiary, or (B) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any 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, Parent or any amendment other Restricted Subsidiary to make any payments required or modification expanding permitted under the scope of, Loan Documents or any such restriction Related Facility or condition), (iii) otherwise prohibit or restrict compliance by the foregoing shall not apply to customary restrictions Parent and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofSubsidiaries thereunder.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary Loan Party 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or its Capital 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 Guarantee Indebtedness transfer any of any its property or assets to the Borrower or any other SubsidiarySubsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by any Requirement of 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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Capital Lease Obligations permitted by this Agreement if so long as such restrictions or and conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions provision in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No The Borrower will not, and will not permit any other Loan Party will, nor will it 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 such the Borrower or any other Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary Loan Party to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary Loan Party or to Guarantee Indebtedness of any the Borrower or any other SubsidiaryLoan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any 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 Loan Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Loan Guarantor that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured purchase money Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willExcept as set forth in this Agreement, nor will it Borrowers shall not, and shall not permit any Subsidiary of their Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist or become effective, any agreement “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party a Borrower or any Subsidiary to create, incur or permit suffer to exist any Lien upon any of its property or assetsassets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by Borrowers or any Subsidiary, or pay dividends any Indebtedness owed to Borrowers or other distributions with respect to any Equity Interests a Subsidiary, or to make or repay loans or advances to any Borrower Borrowers or any other Subsidiary Subsidiaries, or transfer any of its property or assets to Guarantee Indebtedness of any Borrower Borrowers or any other SubsidiarySubsidiaries; provided that except for such encumbrances or restrictions existing under or by reason of (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Documentapplicable law, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to customary provisions restricting subletting or assignment of any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition)lease governing a leasehold interest, (iii) customary provisions restricting assignment of any licensing agreement entered into in the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale ordinary course 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 hereunderbusiness, (iv) clause (acustomary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 5.9(f) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and hereof, (v) clause (a) customary restrictions affecting only a Subsidiary under any agreement or instrument governing any of the foregoing shall not apply Indebtedness of a Subsidiary permitted pursuant to customary provisions in leases and other contracts restricting the assignment thereof.Section 5.8 hereof,

Restrictive Agreements. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.07 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Company will not, nor will it 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 such Loan Party the 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 assetsassets actually owned by it, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower the Company or any other Subsidiary or to Guarantee Indebtedness of any Borrower the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions customary provisions included in licenses, contracts, leases, agreements 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)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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willSuch Obligor will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other SubsidiaryRestrictive Agreement; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law law or by any the Loan DocumentDocuments, (ii) the foregoing shall not apply any agreement to restrictions and conditions existing which Borrower or any of its Subsidiaries is party 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)hereof, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and do not restrict the Obligations, the grant of security interest in the Collateral, or the exercise of remedies by the Lenders against the Borrower or the Collateral following an Event of Default, as contemplated by the Loan Documents, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) restrictions or conditions imposed by any agreement relating to Permitted Priority Debt or Permitted Cure Debt, provided that they do not restrict the Obligations, the grant of security interest in the Collateral, or the exercise of remedies by the Lenders against the Borrower or the Collateral following an Event of Default, as contemplated by the Loan Documents.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock (which term includes all shares, stock and other equivalents of and interests in equity) or to make or repay loans loans, advances or advances other obligations to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause the foregoing shall not apply to a Project Financing Subsidiary, and (av) of the foregoing shall not apply to restrictions and conditions set forth or conditions imposed by to be set forth in any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only indenture pertaining to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofNew Senior Notes.

Restrictive Agreements. No Loan Party willThe Company will not, nor and will it 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 such Loan Party the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower the Company or any other Subsidiary or to Guarantee Indebtedness of any Borrower the Company or any other Subsidiary or (c) the ability of the Company to repay loans or advances to any Subsidiary or to Guarantee Indebtedness of any Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, document under which any Indebtedness permitted by Section 6.01(a)(ii) is issued or document evidencing any Permitted Receivables Transaction, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests holders of its Capital Stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any 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, (iii) the CHAR2\1566724v8 foregoing shall not apply to restrictions imposed by any agreement relating to Indebtedness permitted by Section 10.1 to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in this Agreement, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions Liens imposed by any agreement relating to secured Indebtedness permitted by this Agreement Section 10.1 if such restrictions or conditions Liens apply only to the property or assets securing such Indebtedness Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No The Borrowers will not, and will not permit any other Loan Party will, nor will it 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 such any Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets (other than on its fixed assets, including Real Estate and equipment), or (b) the ability of any Subsidiary Loan Party to pay dividends or other distributions with respect to any Equity Interests shares of its Capital Stock or to make or repay loans or advances to any Borrower or any other Subsidiary Loan Party or to Guarantee guarantee Indebtedness of any Borrower or any other Subsidiary; Loan Party, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Applicable Law or by any the Loan DocumentDocuments, and (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Closing Date identified on Schedule 6.10 6.6 hereto (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), ; (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or of conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement hereunder if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases or licenses or other agreements, including, without limitation, those relating to franchises, patents, copyrights, trademarks, tradenames, service marks, licenses and permits, and other contracts intellectual property restricting the assignment thereof.

Restrictive Agreements. No Loan Party Consolidated Entity will, nor will it 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 such Loan Party or any Subsidiary Consolidated Entity to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of any Subsidiary Consolidated Entity to pay dividends or other distributions with respect to any Equity Interests shares of its Capital Stock or to make or repay loans or advances to any Borrower or any other Subsidiary Consolidated Entity or to Guarantee Indebtedness of any Borrower or any other SubsidiaryConsolidated Entity; provided PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any of the Loan DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Section 6.01(d) if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Each Loan Party willwill not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or its equity interest, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee the Obligations of the Borrower or any other Subsidiary or to Guarantee Indebtedness transfer any of any its property or assets to the Borrower or any other SubsidiarySubsidiary of the Borrower; provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by law, by this Agreement, any Requirement of Law other Loan Document (including the Intercreditor Agreement) or by any Loan Documentthe ABL Facility (and related documents) as in effect on the Closing Date, (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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will 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 such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any Borrower the Company or any other Subsidiary or to Guarantee Indebtedness of any Borrower the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or conditioncondition other than any extension, renewal, amendment, modification or refinancing of the obligations of Topps Ireland Limited to Ulster Bank which such obligations shall not exceed $7.2 million in the aggregate), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, revenues or properties, whether now owned or hereafter acquired, (b) the ability of any Subsidiary to guarantee the Obligations or otherwise be a Loan Party pursuant to the Loan Documents or (bc) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guaranty Indebtedness of the Borrower or any other Subsidiary or to Guarantee Indebtedness transfer any of any its property or assets to the Borrower or any other SubsidiarySubsidiary of the Borrower; provided provided, however, that (i) the foregoing shall not apply to restrictions and or conditions set forth in Schedule 7.7 or restrictions or conditions imposed by any Requirement of Law law or by this Agreement or any other Loan Document, the Franchise Facility or the Senior Note Purchase Agreement, (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, hereunder and (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement hereby if such restrictions or and conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. No Loan Company Party will, nor will it 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 such Loan Company Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any Borrower the Company or any other Subsidiary or to Guarantee Indebtedness of any Borrower the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Transaction Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Commencement Date identified on Schedule 6.10 6.09 to the Loan Agreement (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Note if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Parent Guarantor shall not, nor will it and shall not permit any Subsidiary Restricted Entity to, directly or indirectly enter into, incur or permit to exist any agreement or other arrangement (other than this Agreement or any other Credit Document) that prohibits, restricts or imposes any condition upon (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Loan Party Person becoming a Subsidiary of the Borrower, (ii) of the Parent Guarantor or any Subsidiary to Guarantee the Debt of the Borrower or (iii) of the Parent Guarantor or any Subsidiary to create, incur incur, assume or permit suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit (A) any Lien upon negative pledge incurred or provided in favor of any holder of its Capital Lease obligations or Debt otherwise permitted hereunder solely to the extent (1) any such negative pledge applies to the property financed by or assets, the subject of such Debt and (2) such property is not Collateral at the time such negative pledge is incurred or provided for or (B) the negative pledges under the Senior Notes Indenture as the same are in effect on the date hereof and without giving effect to any amendments thereto after the date hereof; or (b) requires the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any 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 grant of a Subsidiary pending Lien to secure an obligation of such sale, provided such restrictions and conditions apply only Person if a Lien is granted to secure the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofObligations.

Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly enter Enter into, incur or permit to exist any agreement (other than any Contractual Obligation binding on any HMO Subsidiary or other arrangement Insurance Subsidiary) that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any Equity Interests or its Capital Stock, to make or repay loans or advances to any the Borrower or any other Subsidiary or Restricted Subsidiary, to Guarantee Indebtedness of any the Borrower or any other SubsidiaryRestricted Subsidiary or to transfer any of its property or assets to the Borrower or any Restricted Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by any Requirement of 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 Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Finance Lease Liabilities permitted by this Agreement if so long as such restrictions or and conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions provision in leases and other contracts restricting the assignment thereof. Section 7.9.

Restrictive Agreements. No Loan Party will, nor will it The Borrower shall not and shall not permit any Subsidiary of its Material Subsidiaries to, directly or indirectly 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 such Loan Party the Borrower or any Material Subsidiary to create, incur create or permit to exist any Lien upon on any of its property or assets, or (b) the ability of any Material Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Material Subsidiary or to Guarantee Indebtedness Debt of any the Borrower or any other Material Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, or any extension or renewal of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Debt and (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof so long as such provisions apply only to the property that is the subject of such lease or contract.

Restrictive Agreements. No Loan Party willHoldings will not, nor will it permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower Holdings or any other Subsidiary or to Guarantee Indebtedness of any Borrower Holdings or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.07 to the March 2003 Credit Agreement (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness Debt of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 II (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Debt and (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of the Subsidiaries to, directly or indirectly indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets (other than on terms substantially similar to, and no less favorable to the Lenders than, those in indentures existing on the date hereof governing Material Indebtedness of the Borrower) or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.07 (but shall apply to any extension or renewal ofof (other than pursuant to the exercise of existing contractual renewal options), or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to customary restrictions and conditions contained in agreements creating or conditions imposed by any agreement relating to secured evidencing Indebtedness of the Receivables Subsidiary permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Section 6.03(d) and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrowers will not, nor and will it not permit any Subsidiary of their Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrowers or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower the Borrowers or any other Subsidiary or to Guarantee Indebtedness of any Borrower the Borrowers or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope or duration of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrowers will not, nor and will it ---------------------- 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 such Loan Party any Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions -------- imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Except as otherwise permitted by this Agreement or any other Loan Party willDocument, nor the Borrower will it not, and will not permit any Subsidiary to, directly or indirectly enter into, incur create, assume or permit otherwise allow to exist any agreement or other arrangement restriction that prohibits, restricts or imposes any condition upon (a) prohibits or restricts the ability creation or assumption of such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any Property of its property the Borrower or assetsany Restricted Subsidiary to secure the Obligations or any part thereof, (b) prohibits or restricts the Borrower or any Restricted Subsidiary from complying with Section 9.8, (c) requires any obligation of the Borrower or any Restricted Subsidiary in favor of any other Person, including any Lender, to be secured by any Property of the Borrower or any Restricted Subsidiary if any obligation of the Borrower or such Restricted Subsidiary to the Lenders is secured, (d) prohibits or restricts the Borrower or any Restricted Subsidiary from amending the Loan Documents, or (be) prohibits or restricts the ability of (i) any Restricted Subsidiary (A) to pay dividends or make other distributions with respect to any Equity Interests or to make or repay loans contributions or advances to any the Borrower or any other Subsidiary or Restricted Subsidiary, (B) to Guarantee Indebtedness of any repay loans and other indebtedness owing by it to the Borrower or any other Restricted Subsidiary; provided that , or (iC) to transfer any of its assets to the foregoing shall not apply to restrictions and conditions imposed by Borrower or any Requirement of Law other Restricted Subsidiary, or by any Loan Document, (ii) the Borrower or any Restricted Subsidiary to make any payments required by the Loan Documents or otherwise comply with any Loan Document; provided that the foregoing restrictions 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.to:

Restrictive Agreements. No Loan Party willThe Borrower will ---------------------- not, nor and will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or 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 Guarantee Indebtedness transfer any of any its property or assets to the Borrower or any other SubsidiarySubsidiary of the Borrower; provided provided, -------- that (i) the foregoing shall not apply to restrictions and or conditions imposed (A) by law, (B) by this Agreement or any Requirement of Law or by any other Loan Document, (iiC) by the foregoing shall not apply to restrictions and conditions existing on documents governing the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal ofPrivate Placement Debt, or (D) by any amendment or modification expanding the scope of, any such restriction or condition)documents creating a Permitted Lien, (iiiii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the -------- Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or 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 Guarantee Indebtedness transfer any of any its property or assets to the Borrower or any other SubsidiarySubsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by any Requirement of Law law or by this Agreement, any other Transaction Document, the Loan DocumentFacility Agreement, the Rosey Rentals Loan Facility Agreement, the 2002 Note Agreement, or the 2005 Note Agreement, (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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any 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 that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and and, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to Designated Joint Ventures permitted by Section 6.04.

Restrictive Agreements. No Loan Party willThe Company will not, nor and will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to restrictions contained in Seller Notes or in the organizational documents of or any shareholder or similar agreements with respect to any Subsidiary in which minority Equity Interests are owned by Persons other than the Company and the Subsidiaries; provided, that such restrictions relate only to such Subsidiary, (iv) 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, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it The Borrower shall not and shall not permit any Subsidiary of its Material Subsidiaries to, directly or indirectly 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 such Loan Party the Borrower or any Material Subsidiary to create, incur create or permit to exist any Lien upon on any of its property or assets, or (b) the ability of any Material Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Material Subsidiary or to Guarantee Indebtedness Debt of any the Borrower or any other Material Subsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, or any extension or renewal of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of the Borrower or any such Material Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary of the Borrower or any such Material Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Debt and (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Company will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Company or any Subsidiary to create, incur or permit to exist any Lien in favor of the Administrative Agent upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any holders of its Equity Interests or to make or repay loans or advances to any Borrower the Company or any other Subsidiary or to Guarantee Indebtedness of any Borrower the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 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)) or existing at the time of any acquisition, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted not prohibited hereunder, (iv) the foregoing shall not apply to restrictions and conditions imposed by any agreement relating to Indebtedness permitted by Section 6.01(h), (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, directly or indirectly enter into, incur or permit to exist into any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests the Borrower or other Subsidiaries or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other SubsidiarySubsidiaries; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (iib) restrictions imposed by the foregoing shall not apply to Senior Notes Indentures and the Existing Credit Agreement, (c) restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.05 (but shall apply or to any extension extension, amendment, modification, renewal or renewal of, or any amendment or modification replacement thereof not expanding the scope of, of any such restriction or condition), (iiid) in the foregoing shall case of any Subsidiary that is not apply to customary a wholly-owned Subsidiary, restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary, (e) restrictions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and permitted by Section 6.02(e) (but shall apply to any amendment or modification . expanding the scope of any such restriction), provided that such restrictions and conditions apply only to such Subsidiary, or (f) customary restrictions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided sale to the extent that such restrictions and conditions apply only to the Subsidiary that is or assets to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of the Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its Capital Securities or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law (A) law or by (B) any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 or to other restrictions that are not less favorable to the Lenders and are contained in the documentation governing any Indebtedness that refinances the Indebtedness that imposes such restrictions (but shall apply to any extension or renewal of, or any amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or 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 Guarantee Indebtedness transfer any of any its property or assets to the Borrower or any other SubsidiarySubsidiary of the Borrower; provided PROVIDED, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law, by this Agreement or any Requirement of Law other Loan Document or by any that certain Loan DocumentAgreement dated as of April 28, 2000, as may have been amended from time to time and as in effect on the date hereof with InTrust Bank, N.A., (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 imposed with respect to Hedging Transactions with Lenders limiting creation, incurrence or permitting Liens (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iiiii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting entered into in the assignment thereofordinary course of business.

Restrictive Agreements. No Loan Party willNot, nor will it and not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness guarantee Debt of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof. SECTION 6.07.

Restrictive Agreements. No Loan Party willThe Parent will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Parent or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to any Borrower the Parent or any other Subsidiary or to Guarantee Indebtedness of any Borrower the Parent or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification thereof not expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it 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 such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any its Equity Interests or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any 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, 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 assets or Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts or licenses restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that except for: (i) the foregoing shall not apply to such encumbrances or restrictions and conditions imposed by any Requirement of Law existing under or by reason of applicable law or any Loan Document, ; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.09 (but shall apply to not including any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), ; (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other property pending such sale, provided such restrictions and conditions apply only to the Subsidiary or other property that is to be sold and such sale is permitted hereunder, ; (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness; (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.; (vi) customary restrictions contained in any software licenses; (vii) without affecting the Loan Parties’ obligations under

Restrictive Agreements. No Loan Party willThe Parent and the Borrower will not, nor and will it not permit any Restricted Subsidiary to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Parent, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions to the Borrower or the ability of the Borrower or any Restricted Subsidiary to pay dividends or other distributions to the Parent, in each case, with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Parent or the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of any the Parent, the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law, by this Agreement or by any Loan Documentthe Unsecured Notes Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 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 subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrowers will not, nor and will it 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 such Loan Party any Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, Property or (b) the ability of any Subsidiary to (i) pay dividends or other distributions with respect to any holders of its Equity Interests or to Interests, (ii) make or repay loans or advances to any Borrower the Borrowers or any other Subsidiary Subsidiary, or to Guarantee (iii) guarantee Indebtedness of any Borrower the Borrowers or any other Subsidiary; provided that (iv) the foregoing shall does not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (iiw) 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 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, (ivx) clause (a) of the foregoing shall does not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets Property securing such Indebtedness and (vy) clause (a) of the foregoing shall does not apply to customary provisions in leases and other contracts restricting the assignment thereof. Accounting Changes, etc. The Borrowers will not, and will not permit any Subsidiary to, (a) make any material change in accounting treatment or reporting practices (except as required by GAAP), or change its fiscal year, or (b) amend, modify or change any of its Constituent Documents in any manner materially adverse in any respect to the rights or interests of the Lenders. [Reserved] .

Restrictive Agreements. No Loan Party willThe Borrowers will not, nor and will it 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 such Loan Party New Parent or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any its Equity Interests or to make or repay loans or advances to any Borrower New Parent or any other Subsidiary or to Guarantee Indebtedness of any Borrower New Parent or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Restatement 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 pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly enter Enter into, incur or permit to exist exist, any agreement or other arrangement that prohibits, restricts restricts, or imposes any condition upon (a) the ability of such Loan Party Borrower or any Subsidiary to create, incur incur, or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness guaranty indebtedness of any Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any this Agreement or the other Loan DocumentDocuments, (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 or assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is is, or the assets that are, to be sold and such sale is permitted hereundera Permitted Disposition, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement a Permitted Lien if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness and Permitted Lien, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment assignment, subletting or encumbrance thereof, provided that the Loan Parties shall use commercially reasonable efforts not to enter into leases, licenses and other contracts containing such provisions and (v) the foregoing shall not apply to restrictions on cash or other deposits permitted pursuant to the terms of this Agreement which are imposed by customers of the Borrower or any Subsidiary under contracts entered into in the ordinary course of business.

Restrictive Agreements. No Loan Party willThe Parent and the Borrower will not, nor and will it not permit any Restricted Subsidiary to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Parent, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary of the Borrower to pay dividends or other distributions with respect to any Equity Interests or its common stock, to make or repay loans or advances to any the Parent, the Borrower or any other Subsidiary or of the Borrower, to Guarantee Indebtedness of any the Parent, the Borrower or any other SubsidiarySubsidiary of the Borrower or to transfer any of its property or assets to the Parent, the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by any Requirement of Law 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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Holding Company will not, nor will it permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of such Loan Party the Holding Company to create, incur or permit to exist any Lien upon the Collateral (as defined in the Security Agreement) owned by the Holding Company as provided herein and in the Security Agreement, (ii) the ability of any Designated SBG Subsidiary or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, assets or (biii) the ability of any Subsidiary of any Designated SBG Subsidiary to pay dividends or other distributions to such Designated SBG Subsidiary with respect to any Equity Interests or to make or repay loans or advances to any Borrower or any other Subsidiary its ownership interests or to Guarantee Indebtedness of any the Borrower or any other SubsidiarySubsidiary of the Borrower or the ability of any Designated SBG Subsidiary or any of its Subsidiaries to make loans or advances to the Borrower or any Subsidiary of the Borrower or to Guarantee Indebtedness of the Borrower or any Subsidiary of the Borrower; provided that (i) the foregoing clauses (ii) and (iii) shall not apply to (x) restrictions and conditions imposed by any Requirement of Law law or by any the Loan Document, Documents and (iiy) 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 sale (so long as such restrictions and conditions apply only to the Subsidiary Person that is to be sold and such sale is permitted hereunder, (iv) clause (a) of under the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofLoan Documents).

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) (in the case of clause (a) of the foregoing shall not apply to above) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (v) restrictions or conditions imposed by any agreement relating to Non-Recourse Indebtedness permitted by this Agreement.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower the Borrower, or any other Subsidiary or to Guarantee guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.8 (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 or any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by this Agreement or the Indenture (or any Loan Documentdocuments evidencing or relating to the issuance of any permitted Senior Notes or any Permitted Refinancing), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), 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, (iv) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (vB) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (C) restrictions with respect to Oil and Gas Interests that are not Borrowing Base Properties and are not included in the most recent Reserve Report delivered pursuant to Section 3.01.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, directly or indirectly enter into, incur or permit to exist into any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests the Borrower or other Subsidiaries or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other SubsidiarySubsidiaries; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (iib) restrictions imposed by the foregoing shall not apply to Senior Notes Indentures and the Existing Credit Agreement, (c) restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.05 (but shall apply or to any extension extension, amendment, modification, renewal or renewal of, or any amendment or modification replacement thereof not expanding the scope of, of any such restriction or condition), (iiid) in the foregoing shall case of any Subsidiary that is not apply to customary a wholly-owned Subsidiary, restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary, (e) restrictions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and permitted by Section 6.02(e) (but shall apply to any amendment or modification expanding the scope of any such restriction), provided that such restrictions and conditions apply only to such Subsidiary, or (f) customary restrictions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided sale to the extent that such restrictions and conditions apply only to the Subsidiary that is or assets to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such any Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assetsassets (unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist, or the ability of the Administrative Agent to exercise any right or remedy with respect to, any Lien in favor of the Secured Parties created under the Loan Documents) or (b) the ability of any Subsidiary to pay dividends or make other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by any Requirement of Law law or by any the Loan DocumentDocuments, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof Agreement Date identified on Schedule 6.10 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), and (iiiC) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary subsidiary pending such sale, ; provided that such restrictions and conditions apply only to the its Subsidiary that is to be sold and such sale is permitted hereunder, (ivii) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (viii) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts agreements restricting the assignment thereof.

Restrictive Agreements. No The Loan Party will, nor Parties will it 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 such the Loan Party Parties or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 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), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided PROVIDED such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subleasing thereof.

Restrictive Agreements. No Loan Party will, nor will it The Borrower shall not and shall not permit any Subsidiary of its Material Subsidiaries to, directly or indirectly 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 such Loan Party the Borrower or any Material Subsidiary to create, incur create or permit to exist any Lien upon on any of its property or assets, or (b) the ability of any Material Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Material Subsidiary or to Guarantee Indebtedness Debt of any the Borrower or any other Material Subsidiary; provided provided, that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Credit Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, or any extension or renewal of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Debt and (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No The Loan Party willParties will not, nor and will it 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 such the Loan Party Parties or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower the Loan Parties or any other Subsidiary or to Guarantee Indebtedness of any Borrower the Loan Parties or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subleasing thereof.

Restrictive Agreements. No Loan Party Neither Holdings nor the Borrower will, nor will it they 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 such Loan Party Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document or Senior Subordinated Debt Document, or the terms of any Additional Senior Subordinated Notes (to the extent such restrictions or conditions are no more restrictive than those with respect to Senior Subordinated Notes), (ii) the foregoing shall not apply to restrictions and conditions existing on or about the date hereof and 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party will, nor will it 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 such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its equity interest or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law, this Agreement or the Indenture (or any Requirement documents evidencing or relating to the issuance of Law any permitted Senior Notes or by any Loan Documentpermitted refinancing of the Senior Notes), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 7.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willBorrower will not, nor and will it 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 such Loan Party Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 G (but shall apply to and any extension or renewal of, or any amendment or modification not expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness any Lien permitted by this Agreement if but only to the extent that such restrictions or conditions apply only to the property or assets securing to which such Indebtedness Lien attaches and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law, this Agreement or the Indenture (or any Requirement documents evidencing or relating to the issuance of Law any permitted Senior Notes or by any Loan DocumentPermitted Refinancing), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 7.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or make Restricted Payments to, to make or repay loans or advances to, or to any transfer assets to, the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and/or, with respect to leases of real property, restricting the placement of a lien on the leasehold interest therein.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Documentthis Agreement, (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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof. Notwithstanding anything herein to the contrary, the provisions of this Agreement (including, without limitation under this Section 6.09) shall not prohibit the use by Borrower, any Guarantor, or any Subsidiary of Acceptable Unencumbered Properties as a borrowing base for other Unsecured Debt.

Restrictive Agreements. No Loan Party will, nor The Company will it not and will not permit any Subsidiary to, directly or indirectly 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 such Loan Party or any Subsidiary Choice One Company to create, incur create or permit to exist any Lien upon on any of its property or assetsproperty, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any Borrower the Company or any other Subsidiary or to Guarantee Indebtedness Debt of any Borrower the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by the Notes or this Indenture, or any Loan Preferred Equity Document, or any Senior Facility 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 that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by the Notes or this Agreement Indenture if such restrictions or conditions apply only to the property or assets securing such Indebtedness Debt and (v) clause (a) of the foregoing shall this Section 4.21shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. No Loan Party Neither Parent nor the Borrower will, nor will it they 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 such Loan Party Parent, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions (A) existing on the date hereof Closing Date identified on Schedule 6.10 6.06 or (but B) existing on the Acquisition Date and identified on a supplement to Schedule 6.06 delivered pursuant to Section 9.02 (but, in the case of each of clauses (A) and (B), shall apply to any extension or renewal of, or any amendment or modification materially expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset or property pending such sale, provided such restrictions and conditions apply only to the Subsidiary Subsidiary, asset or property that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and leases, licenses, or other contracts restricting subletting or the assignment thereof.,

Restrictive Agreements. No The Loan Party will, nor Parties will it 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 such the Loan Party Parties or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests shares of its capital stock or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subleasing thereof.

Restrictive Agreements. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any holders of its Equity Interests or to make or repay loans or advances to any the Borrower or any other Subsidiary or to Guarantee Indebtedness of any the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law law or by any 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, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any asset sale pending such sale, provided such restrictions and conditions apply only to such assets and such sale is permitted hereunder and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthere.