Common use of Restrictive Agreements Clause in Contracts

Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor and no Loan Party will they permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower any Loan Party or any of its Restricted Subsidiary 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 of its Restricted Subsidiary Subsidiaries to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or thereof, to Guarantee Indebtedness of the Borrower or any other Restricted SubsidiarySubsidiary thereof or to transfer any of its property or assets to the Borrower or any other Restricted Subsidiary thereof; PROVIDED provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and or conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any amendment under Qualified Senior Notes or modification expanding the scope of any such restriction or condition)Unsecured Debt Documents, (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 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 7.1(g) or Section 7.1(l) 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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 (including Capital Lease Obligations) 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. Neither Holdings nor the Borrower willThe Borrowers will not, nor and will they not permit any Restricted Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the a Borrower or any Restricted Subsidiary of a Borrower to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary of a Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the a Borrower or any other Restricted Subsidiary of a Borrower or to Guarantee Indebtedness of the a Borrower or any other Restricted SubsidiarySubsidiary of a Borrower; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.05 (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 of a Borrower pending such sale, provided such restrictions and conditions apply only to the Subsidiary of a Borrower 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. Neither Holdings nor the Borrower willThe Borrowers will not, nor and will they not permit any Restricted Subsidiary other Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted 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 Restricted Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary of any Borrower or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted SubsidiarySubsidiary of any Borrower; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document this Agreement or Subordinated the Senior Unsecured Debt DocumentDocuments, (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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower willBorrowers will not, nor and will they not permit any Restricted Subsidiary other Loan Party or its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted 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 Restricted Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary of any Borrower or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted SubsidiarySubsidiary of any Borrower; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof hereofEffective Date 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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Restricted SubsidiarySubsidiary or to transfer any of its prop­erty or assets to Borrower or any Subsidiary of Borrower; PROVIDED provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any 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 (x) customary provisions in leases and licenses restricting the assignment thereof, and (y) customary provisions in joint venture agreements existing as of the Closing Date prohibiting the pledge or grant of security on the joint venture property or the stock of any joint venture partner.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Regulated Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Regulated Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Regulated Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 which materially expands 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor The Borrowers will not, and will not permit any other member of the Borrower will, nor will they permit any Restricted Subsidiary Affiliated Group to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, any member of the Borrower or any Restricted Subsidiary Affiliated Group to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Restricted Subsidiary member of the Borrower Affiliated Group to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary member of the Borrower Affiliated Group or to Guarantee guarantee Indebtedness of the Borrower Borrowers or any other Restricted Subsidiary; PROVIDED member of the Borrower Affiliated Group, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law or by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to customary restrictions and conditions existing on imposed by any indenture or other debt instrument that the date hereof identified on Schedule 6.10 Borrowers or any other member of the Borrower Affiliated Group maybe party to in connection with Indebtedness permitted under clauses (but shall apply n) or (o) of Section 6.1, so long as such restrictions and conditions do not restrict or prohibit the granting of Liens to any amendment or modification expanding secure the scope of any such restriction or condition)Obligations under the Loan Documents, (iii) the foregoing restrictions shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (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 restricting the assignment or subleasing thereof.”

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document Document, by the Revolving Credit Agreement or any document relating thereto or by any document relating to Approved Subordinated Debt DocumentDebt, (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 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. Neither Holdings nor the The U.S. Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the U.S. Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the U.S. Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the U.S. Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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 60 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets securing the Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification materially 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 or other disposition of assets or of a Subsidiary pending such sale, sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary that is to be sold or disposed of and such sale or disposition is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (and Replacement Assets) and (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (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 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 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. Neither Holdings nor the The Borrower willshall not, nor will they and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsproperty, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness Debt of the Borrower or any other Restricted SubsidiarySubsidiary or transfer any of its properties to any Loan Party or (c) the ability of any Loan Party to amend or otherwise modify this Agreement or any other Loan Document; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law applicable Law or by any the Loan Document Documents, the Permitted Debt Documents, the Senior Notes Documents or Subordinated Debt Documentby the Preferred Stock Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the Original Effective Date and in effect on the date hereof identified on Schedule 6.10 9.11 (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 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 Debt permitted by this Agreement (excluding the Permitted Debt) if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Debt, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) clause (a) of the foregoing shall not apply to any encumbrances or restrictions that are or were created by virtue of any transfer of, 141 agreement to transfer or option or right with respect to any property, assets or capital stock not otherwise prohibited by this Agreement, (vii) clause (a) of the foregoing shall not apply to any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of intellectual property in the ordinary course of business, and (viii) clause (a) of the foregoing shall not apply to any restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Restricted Subsidiary (other than an Insurance Subsidiary) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 Closing Date identified on Schedule 6.10 6.06 (but shall apply to any extension or renewal of, or any amendment or modification materially expanding the scope of of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or 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) the foregoing shall not apply to customary provisions in leases, licenses, or other contracts restricting subletting or the assignment thereof, (vi) the foregoing shall not apply to restrictions and conditions in agreements pursuant to Securitization Transactions permitted by clause (i) of Section 6.01; provided that such restrictions and conditions apply solely to the applicable accounts receivable and related assets and any applicable SPE Subsidiary, (vii) clause (a) of the foregoing shall not prohibit customary “negative pledge” covenants in indentures or other agreements governing Borrower Debt Securities that allow the incurrence of Liens so long as such Liens equally and ratably secure such debt securities, provided that, without limiting any other exceptions to such covenant, any such covenant shall not prohibit, restrict or impose any condition (including any condition that such debt securities be equally and ratably secured) upon the ability of the Borrower or any Subsidiary, other than an Insurance Subsidiary or SPE Subsidiary, to create, incur or permit to exist any Lien upon inventory, accounts receivable or the proceeds therefrom and (viii) clause (b) of the foregoing shall not apply to (A) restrictions and conditions imposed by any agreement relating to Indebtedness of Foreign Subsidiaries permitted by this Agreement to 75 the extent such restrictions and conditions imposed by such agreement relate to Indebtedness of the applicable Foreign Subsidiary and apply only to such Foreign Subsidiary, (B) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdictions, or condemnation or eminent domain proceedings and (C) (1) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements relating to the foregoing that restrict the assignment of such agreements or any rights thereunder or (2) customary provisions in leases restricting the assignment thereofof contracts entered into in the ordinary course of business.

Restrictive Agreements. Neither Holdings nor The Parent and the Borrower willwill not, nor and will they not permit any Restricted Subsidiary of their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Parent or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets (including, without limitation, negative pledges, but other than negative pledges that do not prohibit, restrict or impose any condition upon Liens securing this Agreement or the Obligations), or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Parent or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Parent or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentby any agreement, document or instrument relating to any Securitization or any indenture, agreement or instrument evidencing or governing Indebtedness, in each case, as in effect on the date hereof or as modified in accordance herewith, or relating to the 2003 Securitization as modified in accordance herewith, (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 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 Indebtedness is incurred in accordance with Section 6.01 and such restrictions or conditions apply only to the property or assets securing financed with such Indebtedness and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) the Parent may enter into agreements limiting Guarantees by Subsidiaries.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Wholly Owned Subsidiary Guarantor to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsproperty, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary or (c) the ability of any Subsidiary to transfer any of its assets to the Borrower or any other Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 identified on Schedule 6.10 6.12 (but shall apply to any amendment or modification expanding the scope of of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary 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 above 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 and other contracts restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower (a) No Marvell Company will, nor will they permit any Restricted 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 on (ai) the ability of Holdings, the Borrower or any Restricted Subsidiary Marvell Company to create, incur create or permit to exist any Lien upon on any of its property or assets, or (bii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness Debt of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i1) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Document, (ii2) 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 amendment or modification expanding the scope of any such restriction or condition), (iii3) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a 66 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, (iv4) the foregoing shall not apply to customary provisions in any agreement, indenture or other instrument relating to Debt permitted under Section 6.01 so long as such provisions are consistent with customary market terms for Debt similar to such permitted Debt and are no more restrictive than those set forth herein, (5) clause (ai) 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 (v6) clause (ai) of the foregoing this Section shall not apply to customary provisions in leases restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted 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 Restricted Subsidiary of a Borrower that is a Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the a Borrower or any other Restricted Subsidiary of a Borrower that is a Subsidiary Guarantor or to Guarantee Indebtedness of the a Borrower or any other Restricted SubsidiarySubsidiary of a Borrower; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 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 of a Borrower pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary of the Borrower that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing above 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Equity Interests, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by law this Agreement or by any other Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions or conditions imposed by the Revolving Credit Agreement or any other “Loan Document” (as defined therein), (iii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 7.5 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of of, any such restriction or condition), (iiiiv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided so long as such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, hereunder and (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any other agreement relating if BPL reasonably concludes that the entering into such agreement could not reasonably be expected to secured Indebtedness permitted by result in the failure of the Borrower to comply with Section 6.1, for purposes of this Agreement if such restrictions or conditions apply only clause (v), there being excluded from Consolidated Net Income the net income of any Subsidiary of BPL to the extent that the declaration or payment of dividends or distributions with respect to its Equity Interests, or its ability to make or repay loans or advances to BPL or any Subsidiary thereof or to transfer any of its property or assets securing to BPL or any Subsidiary thereof is at the time prohibited by the operation of such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereofagreement.

Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Restricted Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, 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 Domestic Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentby any agreement, document or instrument relating to any Securitization or any indenture, agreement or instrument evidencing or governing Indebtedness, in each case, as in effect on the Fifth Restatement Effective Date or as modified in accordance herewith, or relating to the Existing Securitization as modified in accordance herewith, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Fifth Restatement Effective Date identified on Schedule 6.10 6.08 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or 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, hereunder and (iv) clause (a) the Company and any Subsidiary may enter into agreements limiting Guarantees by Subsidiaries, provided that any such agreements do not prohibit or limit the amount of or impair the foregoing shall not apply Guarantees issued or required to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by be issued in connection with 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 restricting the assignment thereofAgreement.

Restrictive Agreements. Neither Holdings nor the The Parent Borrower willwill not, nor will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Parent Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Parent Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Parent Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any laws, rules or regulations of any Governmental Authority or by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions arising under this Agreement and the other Loan Documents or existing on the date hereof identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of any such restriction or conditioncondition in any material respect), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary 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 Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in licenses, governmental permits, leases and other contracts restricting the assignment thereof, (vi) clause (a) of the foregoing shall not apply to any restriction under an agreement governing Indebtedness of a Foreign Subsidiary (other than Foreign Loan Parties) incurred in compliance with Section 6.01 if such restriction applies only to assets of such Foreign Subsidiary, (vii) clause (a) of the foregoing shall not apply to customary provisions in joint venture agreements relating solely to the respective joint venture or the Equity Interests therein, (viii) the foregoing shall not apply to any such restrictions or conditions imposed by the terms of any Permitted Refinancing Securities or any Indebtedness of the Parent Borrower for borrowed money that the Parent Borrower incurs after the Effective Date in compliance with this Agreement if such restrictions or conditions are no less favorable to the Parent Borrower and the Lenders than those contained in the High Yield Global Senior Notes Indentures (if such restrictions or conditions had applied to the Parent Borrower and its Subsidiaries in the same manner as the restrictions or conditions of the High Yield Global Senior Notes Indentures applied to the Global Borrower and its subsidiaries) and (ix) the foregoing shall not apply to any such restrictions and conditions contained in any agreements existing at the time of (and not created in contemplation of) the acquisition of any Person or assets (including agreements governing Indebtedness permitted pursuant to clause (v) of Section 6.01(a)), provided that such restrictions and conditions apply only to the Person or assets so acquired.

Restrictive Agreements. Neither Holdings nor the Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectlyindirectly (i) enter into or assume any agreement (other than the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties or assets, enter into, incur whether now owned or permit hereafter acquired or (ii) create or otherwise cause or suffer to exist or become effective any agreement consensual encumbrance or other arrangement that prohibits, restricts or imposes restriction of any condition upon kind on the ability of any Subsidiary to: (a) the ability of Holdings, the pay or make Restricted Payments to Borrower or any Restricted Subsidiary Subsidiary; (b) pay any Indebtedness owed to create, incur Borrower or permit any Subsidiary; (c) make loans or advances to exist or from Borrower or any Lien upon Subsidiary; or (d) transfer any of its property or assets, assets to or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the from Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i1) the foregoing shall not apply to restrictions and conditions imposed by law Law or by any the Loan Document or Subordinated Debt DocumentDocuments, (ii2) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified and contained in the documents listed on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition)6.7, (iii3) 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, (iv4) 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 (v5) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a 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 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 restricting the assignment thereof, (v) the foregoing shall not apply to customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (vi) if a Subsidiary is the obligor under any secured Indebtedness permitted under this Agreement, clause (b) of the foregoing shall not apply to restrictions on dividends or distributions by such Subsidiary contained in the agreement relating to such Indebtedness, and (vii) the foregoing, subject to Section 6.23, shall not apply to the Revolving Credit Facility and the Revolving Credit Facility Documents.

Restrictive Agreements. Neither Holdings nor the Borrower willThe Borrowers will not, nor and will they not permit any Restricted Subsidiary of their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the such Borrower or any Restricted Subsidiary of its respective Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary Obligor to pay dividends or other distributions with respect to any shares of its capital stock (to the extent the holder of such shares is an Obligor) or to make or repay loans or advances to the such Borrower or any other Restricted Subsidiary Guarantor or to Guarantee guarantee Indebtedness of the such Borrower or any other Restricted SubsidiaryGuarantor; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Law or by any Loan Document or Subordinated Debt Documentthis Agreement, (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 customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of a Borrower pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if 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. Neither Holdings nor the The Domestic Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries (other than the SPV) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, 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 (other than SPV) to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests, or to make or repay loans or advances to the Domestic Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Domestic Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to prohibitions, restrictions and conditions imposed by law or by this Agreement or any Loan other Credit Document or Subordinated Debt Documentas contemplated by the Securitization Documents (with respect to the loans or advances and the Guaranteeing of Indebtedness, as aforesaid), (ii) the foregoing shall not apply to prohibitions, 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 of, any such restriction or condition), (iii) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions restrictions, prohibitions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (iv) clause (a) of the foregoing shall not apply to restrictions in the case of any prohibition, restriction or conditions condition imposed by under (A) any agreement relating or instrument pertaining 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 any member of the foregoing shall not apply to customary provisions in leases restricting Delta Group or (B) the assignment thereofMembers Agreement (as referenced on Schedule A hereto).

Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Company or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) with respect to any material agreement, including any agreement governing Material Indebtedness, the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower Company or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document this Agreement or Subordinated Debt Documentother agreements evidencing Indebtedness on Schedule 7.01, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 7.07 (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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor Except as otherwise permitted hereunder, the Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions restrictions, exceptions and conditions imposed or permitted by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions restrictions, exceptions and conditions existing on the date hereof identified on Schedule 6.10 IV (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 restrictions, exceptions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions restrictions, exceptions 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 restrictions, exceptions 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. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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) the foregoing shall not apply to restrictions on any SPC created in connection with any Permitted Securitization, (v) the foregoing shall not apply to restrictions with respect to the disposition or distribution of assets in joint venture agreements or other agreements with respect to Asset Dispositions permitted by Section 6.03, in each case entered into in the ordinary course of business, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vvii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets (other than (1) Equity Interests in any Unrestricted Subsidiary, (2) other investments in Equity Interests of joint ventures permitted under Section 5.12, (3) investments permitted under Section 5.12(j) if such restriction or conditions apply only to the property or assets that are the subject of such investment), or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 5.16 (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 or other assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or other assets that is to be sold and such sale is permitted hereunder, (iv) clause paragraph (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (v) clause paragraph (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof (vi) existing restrictions with respect to a Person acquired by the Borrower or any of its Restricted Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person other than the Person, or the property or assets of the Person, so acquired and (vii) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries.

Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the any Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan Document or Subordinated Debt Documentthe Specified Crossing Lien Term Indebtedness Loan Documents, if any, (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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor and ----------------------- will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Company or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its material property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions -------- and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.07 or existing with respect to a Subsidiary at the time it becomes a Subsidiary and not created in contemplation thereof (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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower will, nor will they not and will not permit any Restricted Subsidiary of its Subsidiaries (other than any Unrestricted Subsidiary) to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of Holdings, the Borrower or any Restricted 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 Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness Debt of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, any Senior Unsecured Debt Document or Subordinated Debt Documentany document evidencing any Receivables Financing, (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 amendment or modification expanding the scope of 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 thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement within the control of the Borrower or any of its Subsidiaries that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any wholly-owned Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any wholly-owned 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 wholly-owned Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital common stock or other equity interests, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Restricted SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; PROVIDED provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor and the Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur 97 or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares class or series of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding that, taken as a whole with any simultaneous amendment or modification of any such restriction or condition, expands the scope of of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any property or assets 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 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 Indebtedness, (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases leases, licenses and similar contracts restricting the subletting, assignment or transfer thereof, or any property or asset the subject thereof, (vi) clause (a) of this Section shall not apply to customary provisions in Joint Venture agreements and other similar agreements entered into by the Borrower or any Subsidiary in the ordinary course of business and (vii) clause (a) of this Section shall not apply to net worth provisions in leases and other agreements entered into by the Borrower or any Subsidiary in the ordinary course of business.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) with respect to any material agreement, including any agreement governing Material Indebtedness, the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, which restriction (or condition) is more restrictive, in substance, than the restrictions in Section 6.03, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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. For the purposes of this Section 6.06, the term "Subsidiary" does not include any GARC or Single Transaction Subsidiary.

Restrictive Agreements. Neither Holdings nor the Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, which restriction (or condition) is more restrictive, in substance, than the restrictions in Section 5.2(a) hereof, or (b) the ability of any Restricted Subsidiary to pay dividends Distributions or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee guaranty Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided, that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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 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. Neither Holdings nor the Borrower No Credit Party will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary Credit Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary Credit Party or to Guarantee Indebtedness of the Borrower or any other Restricted SubsidiaryCredit Party; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 7.8 (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 Indebtedness; (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; and (vi) the foregoing shall not apply to restrictions and conditions contained in (A) the Senior Subordinated Notes or the Senior Subordinated Notes Indenture or (B) the Holding Company Notes or the Holding Company Notes Indenture and (C) the Camping World Credit Agreement.

Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor and will they ----------------------- not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Company or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its material property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Restricted Subsidiary; PROVIDED provided that (i) the -------- foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof of this Agreement identified on Schedule 6.10 6.07 or existing with respect to a Subsidiary at the time it becomes a Subsidiary and not created in contemplation thereof (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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Restricted SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; PROVIDED provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any 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 Non-Recourse Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets securing such Non-Recourse Indebtedness, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement governing Indebtedness permitted under Sections 7.1(h) or (i) so long as such restrictions or conditions do not limit or restrict the ability of the Borrower or any of its Subsidiaries to grant Liens to secure the Obligations on Unencumbered Assets with an unpaid principal balance of at least $75,000,000, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary that is not a Foreign Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a 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 restricting the assignment thereofthereof and (v) the foregoing shall not apply to customary restrictions on transfer of any asset in any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereunder to the extent such restrictions only restrict the transfer of the property subject to such agreement.

Restrictive Agreements. Neither Holdings nor the Borrower willwill not, nor and will they not permit any Restricted Subsidiary Guarantor to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary Guarantor to create, incur or permit to exist any Lien upon any of its property or assets, which restriction (or condition) is more restrictive, in substance, than the restrictions in Section 6.05 hereof, or (b) the ability of any Restricted Subsidiary Guarantor to pay dividends Distributions or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee guaranty Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Restricted SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; PROVIDED provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any 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 Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (v) the foregoing shall not apply to any restrictions created in connection with any Qualified Securitization Financing that, in the good faith determination of the Borrower, are necessary or advisable to effect such Securitization Facility.

Restrictive Agreements. Neither Holdings nor the Borrower will, nor The Borrowing Subsidiaries will they not permit any Restricted Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, 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 such Subsidiaries to pay dividends or other distributions with respect to any shares of its their capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary Borrowing Subsidiaries or to Guarantee Indebtedness of the Borrower or any other Restricted SubsidiaryBorrowing Subsidiaries; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and 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 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 Indebtedness, (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 restrictions and conditions with respect to a Person that is not a Subsidiary on the date hereof, which restrictions and conditions are in existence at the time such Person becomes a Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary.

Restrictive Agreements. Neither Holdings nor the Borrower will, nor No Loan Party will they 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 Holdings, the Borrower or any Restricted Subsidiary such Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower or any other Restricted SubsidiaryLoan Party; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of 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 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 restricting the assignment thereof. No Loan Party will agree to comply with any financial covenants more restrictive than, tested differently than, or applicable during different periods than the financial covenants set forth in Section 6.12.

Restrictive Agreements. Neither Holdings nor the Borrower will, nor The Transaction Parties will they not and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Transaction Parties or any Restricted Subsidiary to create, incur or permit to exist any Lien upon 66 62 any of its property or assets, assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Supplemental Loan Document (but only to the extent such restriction or condition also is imposed by a Loan Document), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof September 26, 1997, 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 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 restricting the assignment or subleasing thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, regulation or any regulatory body or by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any 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 the Permitted Receivables Facility Documents or 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 in a sale is permitted hereunder, (iviii) 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 thereof, (C) customary security requirements imposed by any agreement related to Indebtedness permitted by this Agreement or (D) contained in any agreements previously disclosed to the Lenders as of, and existing on, the Effective Date.

Restrictive Agreements. Neither Holdings nor the ----------------------- Borrower will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that -------- (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Subordinated Debt DocumentHoldings Senior Discount Debenture Documents, (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 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 or other contracts restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower willThe Loan Parties will not, nor and will they not permit any Restricted Subsidiary of any Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted 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 Restricted Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary of any Borrower or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted SubsidiarySubsidiary of any Borrower; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Restricted Subsidiary (other than a Joint Venture) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, any Subsidiary to pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the Borrower or any Restricted other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or (b) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any the Loan Document or Subordinated Debt DocumentDocuments, (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 6.04 and extensions, renewals or refinancings thereof; provided that any amendment such extension, renewal or modification expanding refinancing does not expand the scope of any of, or otherwise make more restrictive, such restriction or condition)restrictions and conditions, (iii) the foregoing shall not apply to customary restrictions and conditions that are contained in agreements relating to any agreement for the sale of any asset or Subsidiary in a Subsidiary pending such sale, provided such restrictions transaction permitted by this Agreement and conditions apply applicable only to the asset or Subsidiary that is to be sold and such sale is permitted hereundersold, (iv) clause (a) of the foregoing shall not apply to restrictions on Subsidiaries in which the aggregate equity investment of the Borrower and its other Subsidiaries (other than any Joint Venture) does not exceed $20,000,000, (v) clause (b) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (vvi) clause (ab) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Parent Borrower willwill not, nor will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Parent Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets required to secure the Obligations under this Agreement as contemplated hereby, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Parent Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Parent Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Senior Notes 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 or any extension, renewal, modification or amendment or modification expanding thereof that does not expand the scope of any such restriction or conditioncondition or otherwise adversely affect the interests of the Lenders), (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. Neither Holdings nor the Borrower willThe Borrowers will not, nor and will they not permit any Restricted Subsidiary of the other Loan Parties to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, to secure the Obligations, or (b) the ability of any Restricted Subsidiary Loan Party to pay dividends or other distributions with respect to any shares of its capital stock or Equity Interests, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or Loan Parties, to Guarantee Indebtedness of the Borrower Loan Parties or to transfer any other Restricted Subsidiaryof its property or assets to the Loan Parties; PROVIDED provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any 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 (x) documentation for any other Indebtedness that would permit the Obligations to be secured on a pari passu or senior basis to such Indebtedness, (y) 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 (vz) clause customary provisions in leases and other contracts restricting the assignment thereof and (iv) clauses (a) of the foregoing and (b) shall not apply to customary provisions in leases restricting the assignment thereofrestrictions on pledging or transferring Equity Interests of Unrestricted Subsidiaries.

Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary (other than Excluded Subsidiaries) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted 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 Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the any Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions CREDIT AGREEMENT and conditions imposed by 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 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 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. Neither Holdings nor the The Borrower willwill not, nor will they not permit Subsidiary Loan Parties to and will use reasonable commercial efforts to prohibit any Restricted of its Subsidiaries that are not Subsidiary Loan Parties to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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 are no more restrictive in any material respect than these provisions and (v) clause (a) of the foregoing shall not apply to customary provisions in contracts and leases entered into in the ordinary course restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor Parent and the Borrower willBorrowers will not, nor and will they not permit any Restricted Subsidiary other Loan Party or its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted 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 Restricted Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary of any Borrower or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted SubsidiarySubsidiary of any Borrower; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any this Agreement or the Revolving Loan Document or Subordinated Debt DocumentAgreement, (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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower will, nor The Parent will they permit any Restricted Subsidiary to, directly or indirectly, not enter into, incur or permit to exist any agreement or other arrangement binding on the Parent or any of its Subsidiaries, or permit any of its Subsidiaries so to do, that prohibits, restricts or imposes any condition upon (ai) the ability of Holdings, the Borrower or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property Property (unless such agreement or assetsarrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist any Lien in favor of the Credit Parties created under the Loan Documents) or (bii) the ability of any Restricted Subsidiary of the Parent to pay dividends or make other distributions with respect to any shares of its capital stock Stock or to make or repay loans or advances to the Borrower Parent or any other Restricted Subsidiary or to Guarantee guaranty Indebtedness of the Borrower Parent or any other Restricted Subsidiary; PROVIDED , provided that (ia) the foregoing shall not apply to restrictions and conditions imposed by law or by the Loan Documents or the Three Year Loan Documents (provided that any such restrictions or conditions contained in the Three Year Loan Document or Subordinated Debt DocumentDocuments are not more onerous than the restrictions and conditions contained in the Loan Documents), (iib) the foregoing shall not apply to restrictions and conditions existing on the date Agreement Date hereof identified on Schedule 6.10 8.9 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of of, any such restriction or condition), (iiic) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (ivd) clause (ai) 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 Property securing such Indebtedness Indebtedness, and (ve) clause (ai) of the foregoing this Section shall not apply to customary provisions in leases restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any Restricted 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 Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to prohibitions, restrictions and conditions (x) imposed by law law, (y) contained in any of the Loan Documents or by any Loan Document (z) contained in the organizational documents of Xxxxxx Parent and its Subsidiaries (including their respective operating, management or Subordinated Debt Documentpartnership agreements, as applicable) to the extent that such prohibition, restriction or condition applies only to the property, assets or Equity Interests of, or dividends, distributions, loans, advances, repayments or guarantees by, Xxxxxx Parent and its Subsidiaries, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 8.8 (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 (including the Xxxxxx Credit Documents and the loan documentation with respect to any Permitted Xxxxxx Parent Refinancing Indebtedness) permitted by this Agreement if such restrictions or conditions apply only to the property property, assets or assets Equity Interests securing any such Indebtedness and, in the case of the Xxxxxx Credit Documents and any loan documentation with respect to Permitted Xxxxxx Parent Refinancing Indebtedness, such restrictions or conditions apply only to the property, assets or Equity Interests of Xxxxxx Parent and its Subsidiaries; (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) clauses (a) and (b) of the foregoing shall not apply to agreements governing Indebtedness not restricted by, or Indebtedness permitted under, Section 8.3 that contain restrictions no more materially restrictive, taken as a whole, than those contained in this Agreement and, in any event, in the case of any restriction subject to clause (a) above, include an exception permitting this Agreement (or any refinancing or replacement thereof permitted under such agreement) to be secured on an equal and ratable basis with any such applicable Indebtedness.

Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the any Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan Document or Subordinated Debt Documentthe Specified Crossing Lien Term Indebtedness Loan Documents, if any, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof hereofAmendment No. 2 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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor ----------------------- will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not -------- apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Company or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower Company or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any this Agreement and the other Loan Document or Subordinated Debt DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and specifically 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 of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in Permitted Receivables Facility Documents, (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. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary other Loan Party to create, incur or permit to exist any Lien upon any of its property or assetsProperty to secure the Secured Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower or any other Restricted SubsidiaryLoan Party; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions set forth in the Loan Documents or the Second Lien Debt Documents, (iii) 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 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 Property 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. Neither Holdings nor the Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, prohibits or restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Global Administrative Agent and/or the Canadian Administrative Agent for the benefit of the Combined 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 shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Combined Loan Document or Subordinated Debt Indebtedness Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof of this Agreement identified on Schedule 6.10 SCHEDULE 7.10 of the U.S. Credit Agreement (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 Restricted Subsidiary pending such sale, provided PROVIDED such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause 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 or the U.S. Credit Agreement if such restrictions or conditions apply only to the property Property or assets securing such Indebtedness or other obligation, and (v) clause CLAUSE (a) of the foregoing shall not apply to customary provisions in leases or other agreements restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor Each of the Borrower willand the Parent will not, nor and will they not permit any Restricted Subsidiary of their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Parent or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Parent or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Parent or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, by this Agreement or by the Note Purchase Agreement (or any Loan Document or Subordinated Debt Documentreplacement thereof permitted pursuant to Section 6.03(j)), (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 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. Neither Holdings nor the Borrower willIt will not, nor and will they not permit any Restricted Subsidiary of its subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower it or any Restricted 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 Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower MLP or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, by this Agreement, by the Revolving Credit Agreement or by any Loan Document or Subordinated Debt Documentthe UK Credit Agreement, (ii) the foregoing shall not apply to restrictions and conditions (x) existing on the date hereof of this Agreement 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 of, any such restriction or condition)condition so as to cause such restriction or condition to be more restrictive than the restriction or condition in existence on the date of this Agreement) or (y) arising or agreed to after the date of this Agreement; provided that such restrictions or conditions are not more restrictive than the restrictions and conditions existing on the date of this Agreement, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a 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. Neither Holdings nor the Borrower willThe Borrowers will not, nor will they the Lead Borrower permit any Restricted Subsidiary of the other Credit Parties to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, any of the Borrower or any Restricted Subsidiary Credit Parties to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Restricted Subsidiary of the Credit Parties to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Borrowers or any of the other Restricted Subsidiary Credit Parties or to Guarantee guarantee Indebtedness of the Borrower Borrowers or any of the other Restricted Subsidiary; PROVIDED Credit Parties, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a 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, (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 restricting the assignment thereofor subleasing thereof and (v) clause (b) of the foregoing in respect to the payment of dividends or other distributions with respect to any shares of its capital stock shall not apply to provisions in the Convertible Note Indenture and the Convertible Notes, in each case in effect as of the Closing Date.

Restrictive Agreements. Neither Holdings nor the Borrower will, nor The Transaction Parties will they not and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Transaction Parties or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Existing Loan Document (but only to the extent such restriction or condition also is imposed by a Loan Document), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof September 26, 1997, 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 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 restricting the assignment thereof.)

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property the assets of the Borrower or assetsany Subsidiary to secure the obligations of the Borrower or such Subsidiary under the Loan Documents, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale any agreement governing Non-Recourse Indebtedness of a Cellular JV or Cellular Subsidiary pending such sale, provided such restrictions in respect of which a Permitted Cellular Monetization shall have occurred 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 clauses (e), (h), (i) or (j) of Section 6.01 if such restrictions or conditions apply only to the property or assets securing such Indebtedness and or (vB) clause (a) of the foregoing shall not apply to customary provisions in leases and other agreements restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted 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 Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the any Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 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 or substantially all of the assets of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold or the assets of which 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. Neither Holdings nor Except as otherwise provided herein, the Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, including without limitation the Borrower’s Intellectual Property as defined in the Credit Agreement, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any the Loan Document or Subordinated Debt 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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted 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 Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, by any Loan Document, or by any Loan Second Lien Document or Subordinated Debt Documentas such Second Lien Document exists as of the Effective 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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor Parent and the Borrower willwill not, nor and will they not permit any Restricted Subsidiary of their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Parent or any Restricted Subsidiary of Parent’ 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 Restricted Subsidiary of its Subsidiaries to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower Parent or any other Restricted Subsidiary or thereof, to Guarantee Indebtedness of the Borrower Parent or any other Restricted SubsidiarySubsidiary thereof or to transfer any of its property or assets to Parent or any other Subsidiary thereof; PROVIDED provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any 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 Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (v) clause (a) shall not, in the case of any non-wholly owned Subsidiary, apply to customary provisions in such Subsidiary’s organization documents that restrict the transfer of such Subsidiary’s Equity Interests, and (vi) clause (a) shall not apply to restrictions on cash deposits permitted hereunder and which are imposed by Parent’ or its Subsidiaries’ suppliers, service providers and landlords.

Restrictive Agreements. Neither Holdings nor The Parent and the Borrower willwill not, nor and will they not permit any Restricted other Subsidiary (other than a Receivables Subsidiary) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure any of the Secured Obligations or any refinancing or replacement thereof, or (b) the ability of any Restricted Subsidiary (other than the Borrower) to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower Parent or any other Restricted Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower Parent or any other Restricted SubsidiaryLoan Party; PROVIDED provided, that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 Restatement Effective Date in the Term Loan Agreement, the GM Second Lien Documents or the Existing Senior Notes Indentures or identified on Schedule 6.10 (but shall apply 6.06 or to any extension or renewal thereof, or any amendment or modification expanding thereto that does not expand the scope of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to (A) secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or (B) Receivables sold pursuant to any Permitted Receivables Financing and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower willwill not, nor and will they not permit any Restricted Subsidiary Guarantor to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary Guarantor to create, incur or permit to exist any Lien upon any of its property or assets, which restriction (or condition) is more restrictive, in substance, than the restrictions in Section 7.05 hereof, or (b) the ability of any Restricted Subsidiary Guarantor to pay dividends Distributions or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee guaranty Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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. Neither Holdings nor the Borrower will, nor The Issuers will they not and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Issuers or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Issuers or any other Restricted Subsidiary or to Guarantee guaranty Indebtedness of the Borrower Issuers or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document the Credit Agreement and related loan documents or Subordinated Debt Documentthe Financing Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 6.10 to the Credit Agreement (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 any Issuer (other than the Company) or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Issuer 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 this Agreement if such restrictions or conditions apply only to the property Property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower willBorrowers will not, nor and will they not permit any Restricted Subsidiary other Loan Party or its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted 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 Restricted Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary of any Borrower or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted SubsidiarySubsidiary of any Borrower; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date 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 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 restricting the assignment thereof.. SECTION 6.09

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a 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 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 restricting the assignment thereof, (v) the foregoing shall not apply to customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (vi) if a Subsidiary is the obligor under any secured Indebtedness permitted under this Agreement, clause (b) of the foregoing shall not apply to restrictions on dividends or distributions by such Subsidiary contained in the agreement relating to such Indebtedness, and (vii) the foregoing, subject to Section 6.23, shall not apply to the 2023 Term Loan Facility and the 2023 Term Loan Facility Documents.

Restrictive Agreements. Neither Holdings nor Each of the Borrower willand the Parent will not, nor and will they not permit any Restricted Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Parent or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Parent or any other Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Borrower Parent or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, by this Agreement or by the Note Purchase Agreement (or any Loan Document or Subordinated Debt Documentreplacement thereof permitted pursuant to Section 6.03(j)), (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 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. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.08 to the Disclosure Letter (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 assets or of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the such assets or such Subsidiary that is 44 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 leases, licenses, joint venture agreements and other agreements entered into in the ordinary course of business restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or any Requirement of Law, by any Loan Document or Subordinated Debt Documentby any Term Loan Document (as in effect on the date hereof), (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 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 AM 27446811.10 76 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. Neither Holdings nor the Borrower willThe Borrowers will not, nor and will they not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Borrowers or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the obligations of the Borrowers hereunder or under any guaranty thereof, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 of, any such restriction or condition)) or to restrictions and conditions similar to those set forth in the Trust Preferred Securities upon the ability of special purpose trust Subsidiaries and other entities to pay dividends or make distributions related to Indebtedness of the same or similar character as the Trust Preferred Securities, (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 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. Neither Holdings nor the Borrower No Loan Party will, nor and Anixter will they not permit any Restricted Subsidiary Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary such Person to create, incur incur, or permit to exist any Lien upon any of its property or assets, or (ba) the ability of any Restricted Subsidiary of Anixter to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower Anixter or any other Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Borrower Anixter or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan Document or Subordinated Debt by any “Loan Document” (as defined in the Receivables Facility Credit Agreement), (iii) 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), (iiii) 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, (ivi) 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 (vi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower willThe Borrowers will not, nor and will they not permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the such Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Capital Stock or to make or repay loans or advances to the any Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 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 customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, ; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a 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 thereofthereof and (v) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness of the Borrower or any of its Subsidiaries in effect on the date hereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt 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 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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document, First Lien Document or Subordinated Debt Second Lien 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 if it expands 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 Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereofthereof and (vi) the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary in connection with a Permitted Receivables Financing.

Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated any Permitted Convertible 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 if it expands 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 Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereofthereof and (vi) the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary in connection with a Permitted Receivables Financing.

Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or by (B) any Loan Document or Subordinated Debt any Second-Lien Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any amendment extension or renewal of, or any amendment, modification or replacement expanding the scope of of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or 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 Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) clause (a) of the foregoing shall not apply to restrictions and conditions that are applicable solely to Foreign Subsidiaries that are not Loan Parties.

Restrictive Agreements. (a) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (bii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (iv) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Document, (iiw) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 6.12(a) (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of of, any such restriction or condition), (iiix) 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, (ivy) clause (ai) 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 (vz) clause (ai) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower such Loan Party or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, other than any asset or property that is subject to a Permitted Encumbrance Lien permitted by Section 6.02 solely to the extent any agreement or other 123 arrangement creating, evidencing or governing such Permitted Encumbrance Lien contains such prohibition, restriction or imposition or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law, any Organizational Document of a Loan Party or by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of 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 thereofthereof and (vi) clause (b) of the foregoing shall not apply to customary provisions in any agreement relating to Permitted Acquisition Debt that is no more restrictive or burdensome than the comparable provision in this Agreement as determined in good faith by the Borrower.

Restrictive Agreements. Neither Holdings nor the Borrower willThe Borrowers will not, nor and will they not permit any Restricted Subsidiary of their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the such Borrower or any Restricted Subsidiary of its respective Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary Obligor to pay dividends or other distributions with respect to any shares of its capital stock (to the extent the holder of such shares is an Obligor) or to make or repay loans or advances to the such Borrower or any other Restricted Subsidiary Guarantor or to Guarantee guarantee Indebtedness of the such Borrower or any other Restricted SubsidiaryGuarantor; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Law or by any Loan Document or Subordinated Debt Documentthis Agreement, (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 customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of a Borrower pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if 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 thereofthereof and (vi) the foregoing shall not apply to restrictions or conditions contained in the ION/ICON Guaranty.

Restrictive Agreements. Neither Holdings Parent nor the Borrower will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of HoldingsParent, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Subordinated Debt Document or Subordinated New Senior Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of 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 Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) clause (a) of the foregoing shall not apply to restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business on the parties to such contracts, (vii) clause (a) of the foregoing shall not apply to any encumbrance or restriction on the assets of any joint venture that is (A) contained in any joint venture agreement or other similar agreement with respect to such joint venture that was entered into in the ordinary course of business and (B) customary for such types of agreements and (viii) the foregoing shall not apply to restrictions and conditions on ACS Media Holdings contained in any ACS Media Transaction Related Agreement.

Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Company or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary (i) to pay dividends declare or other distributions with respect to make any shares of its capital stock or Restricted Payment, (ii) to make or repay loans or advances to the Borrower Company or any other Restricted Subsidiary or Subsidiary, (iii) to Guarantee Indebtedness of the Borrower Company or any other Restricted Subsidiary, or (iv) sell, lease or transfer any of its Property to the Company or any other Restricted Subsidiary; PROVIDED provided that (iA) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Documentthis Agreement, (iiB) 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), (iiiC) 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, (ivD) 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 (vE) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement Contractual Obligation that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted such 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 such Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or stock, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or of the Borrower, to Guarantee Indebtedness of the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; PROVIDED provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement, or any other Loan Document or Subordinated Debt Documentthe U.S. Revolving Credit Agreement as in existence 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 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, and (iviii) clause subsection (a) of the foregoing immediately above 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 (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereofIndebtedness.

Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Restricted SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; PROVIDED provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any 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 Indebtedness, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (v) clauses (a) and (b) shall not apply to customary restrictions and conditions contained in licenses and other agreements relating to copyrights, trade names, other items of intellectual property, software licenses, franchise agreements and consignments relating to Inventory which is not included in Eligible Inventory.

Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by 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 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 restricting the assignment thereof.

Restrictive Agreements. Neither Holdings the Parent nor the Borrower will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdingsthe Parent, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien securing the Obligations upon any of its property or assets, assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions to the Loan Parties with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary Loan Party or to Guarantee Indebtedness Obligations of the Borrower or any other Restricted Subsidiary; PROVIDED Borrower, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Subordinated Debt Additional Convertible Note Document, or by any other Indebtedness permitted in accordance with Section 6.01, provided that the terms of such other Indebtedness are no more restrictive to the applicable Loan Party party thereto than those contained herein, taken as a whole, and in any event shall permit Liens securing the Obligations in favor of 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 modification, in each case, expanding the scope of of, any such restriction or on 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 or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and or secured by such Liens, (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment assignment, subletting or sublicensing thereof, (vi) clause (a) of the foregoing shall not apply to restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business on the parties to such contracts, (vii) clause (a) of the foregoing shall not apply to any encumbrance or restriction on the assets of or equity in any joint venture that is contained in any joint venture agreement or other similar agreement with respect to such joint venture that was entered into in the ordinary course of business, (viii) clause (a) of the foregoing shall not apply to agreements evidencing Liens permitted under subclause (d) of Section 6.02, (ix) the foregoing shall not apply to any agreement or instrument governing Indebtedness permitted under Section 6.01(a)(ix), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (x) the foregoing shall not apply to agreements containing restrictions applicable to any joint venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 6.04, and (xi) the foregoing shall not apply to agreements containing restrictions on the transfer of any asset or Subsidiary pending the close of the sale of such asset or Subsidiary so long as such sale is permitted under this Agreement.

Restrictive Agreements. Neither Holdings nor the Borrower willNAI will not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower NAI or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower NAI or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower NAI or any other Restricted Subsidiary; PROVIDED provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, by any Operative Document, by any document relating to NAI’s unsecured syndicated revolving credit facility from certain lenders and JPMorgan Chase Bank, National Association as administrative agent, by NAI’s Secured Revolver, or by any Loan Document or Subordinated Debt Documentdocument relating to NAI’s synthetic lease facilities, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on in Schedule 6.10 6.06 to the Disclosure Letter or in Section 3 of Exhibit D (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 assets or of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the such assets or such Subsidiary that is are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement the Operative Documents if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses, joint venture agreements and other agreements entered into in the ordinary course of business restricting the assignment thereof.