Common use of Restrictive Agreements Clause in Contracts

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the any Borrower or any of its their Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its their Subsidiaries to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the any Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the any Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the any Borrower or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law law, regulation, rule or order, by this Agreement or any other Loan DocumentDocument or by the charter documents of any joint venture (excluding any Subsidiary that is non-wholly owned solely as a result of directors’ qualifying shares required by applicable law) permitted under Section 7.4(g), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting entered into in the assignment thereofordinary course of business.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing clauses (a) and (b) shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing clauses (a) and (b) shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing clauses (a) and (b) shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) the foregoing clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any of its Subsidiaries (other than any Foreign Subsidiary) to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries such Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the a Borrower or any other Subsidiary thereof or to transfer any Guarantee Indebtedness of its property or assets to the a Borrower or any other Subsidiary thereofsuch Subsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law Requirement of Law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to holders of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement any Loan Document or, for so long as the following remain subject to the Intercreditor Agreement, the Senior Notes and the Senior Note Documents (including any permitted refinancing or any other Loan Documentreplacements thereof), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt Indebtedness, (iv) clause (b) of the foregoing shall not apply to restrictions or Liens conditions imposed by any agreement relating to Indebtedness of Subsidiaries permitted under Section 7.2by this Agreement, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary (other than an Unrestricted Subsidiary that is an SPE) to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock (or similar equity interests) or to make or repay loans or advances to the Borrower Company or any other Restricted Subsidiary thereof, or to Guarantee guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that that: (i) the foregoing shall not apply to such restrictions or and conditions imposed by law or law, by this Agreement or any other Loan Document, by the Bank Credit Agreement; (ii) the foregoing shall not apply to such restrictions and conditions contained in documents evidencing unsecured Indebtedness of the Company so long as such restrictions and conditions are not more onerous or more restrictive (taken as a whole) than such restrictions and conditions under this Agreement; (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt Liens permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing subject to such Secured Debt or Liens permitted under Section 7.2, Lien; and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The No Borrower will notwill, and will not permit any of its Subsidiaries 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 the Borrower or any of its Subsidiaries Loan Party to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries 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 a Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions imposed by the ABL Credit Agreement as of the Effective Date, subject to the Intercreditor Agreements, (iii) the foregoing shall not apply to restrictions and conditions imposed by the Second Lien Indenture as of the Effective Date, subject to the Second Lien Intercreditor Agreement, (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, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (ivv) clause (a) above shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (vvi) clause (a) above shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital Stock, any Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law any Requirement of Law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions set forth in any Indebtedness permitted by Section 6.01(c), (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 amendment or modification expanding the scope of any such restriction or condition), (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, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness ,and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries 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 thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions under the Senior Note Agreement existing on the date hereof (but shall apply to any amendment or modification expanding the scope or duration of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt Liens permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing subject to such Secured Debt or Liens permitted under Section 7.2, Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries 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 the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets or propertiesproperty, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or (c) the ability of any Subsidiary to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement any Loan Document or any other Loan Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Amendment/Restatement Effective Date identified on Schedule 6.12 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) above shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) above shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Neither Borrower will, nor will not, and will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (ai) the ability of the such Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (bii) the ability of any Subsidiary of its Subsidiaries such Borrower to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the such Borrower or any other Subsidiary thereofof such Borrower, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the such Borrower or any other Subsidiary thereofof such Borrower; provided provided, that (iA) the foregoing shall not apply to restrictions or conditions imposed by law or law, by this Agreement or any other Loan Document, or by the Contractual Obligations described on Schedule 7.5; (iiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, ; (iiiC) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (ai) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt Indebtedness (including, without limitation, after-acquired and subsequently arising property or Liens permitted under Section 7.2, assets securing such Indebtedness pursuant to the terms thereof); and (vD) the foregoing clause (ai) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital Stock, any Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other of the Loan DocumentDocuments, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating existing on the date hereof identified on Schedule 7.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the sale of a Subsidiary pending scope of, any such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunderrestriction or condition), (iii) the foregoing shall not apply to restrictions customary provisions in leases and other contracts for sales, management, development or dispositions entered into in the ordinary course of property not prohibited by this Agreement; provided, that, such restrictions relate only to business consistent with past practice restricting the property being managed, developed or disposed ofassignment thereof, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to holders of its Capital Stock, Stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or regulations or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for salesor conditions imposed by, managementor rights arising under, development or dispositions of property not prohibited any transaction giving rise to a Lien permitted by this Agreement or any Hedging Agreement; provided, thatin each case if such restrictions, such restrictions relate conditions or rights apply only to the property being managedor assets securing or encumbered by such transaction (or obligation thereunder) or Hedging Agreement and such restrictions, developed conditions or disposed ofrights are customary for such transaction or Hedging Agreement, (iv) clause (a) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing are customary for such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofRestricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained set forth in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunderTerm Facility Documents, (iii) the foregoing shall not apply to restrictions in contracts for salesand conditions existing on the date hereof identified on Schedule 7.08 (but shall apply to any extension or renewal of, managementor any amendment or modification expanding the scope of, development any such restriction or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed ofcondition), (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement (other than the Term Facility) if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to any shares of its Capital Stock, Stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, of its Subsidiaries or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiaries; provided that (i) the foregoing shall not apply to (A) restrictions or and conditions imposed by law or by this Agreement any of the Loan Documents or equivalent documents securing Indebtedness under any other Loan DocumentPermitted Facility, (iiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of the Borrower pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, hereunder or under any Permitted Facility or (iiiC) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement or any Permitted Facility if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (vii) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or propertiesassets, whether now owned which restriction (or hereafter acquiredcondition) is more restrictive, in substance, than the restrictions in Section 7.06 hereof, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends Distributions or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee guaranty Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided provided, that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Restricted Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Restricted Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofRestricted Subsidiary, to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Restricted Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan DocumentDocument or the Senior Note Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to (A) the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is sold and such sale is permitted hereunderhereunder or (B) any asset sale permitted by Section 7.6 hereof, provided such restrictions and conditions apply only to such assets, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquired, securing the Secured Obligations or (b) the ability of any of its Subsidiaries 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 Company or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided PROVIDED that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement the Loan Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.07 (or any extension or renewal of, or any amendment or modification to, or any other Loan Documentrestriction or condition contained in the agreements governing future Indebtedness of the Company that is substantially identical in substance to, such restriction or condition that does not expand the scope of such restriction or condition), (iiiii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or other asset that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2any Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereofthereof and (vi) clause (b) of the foregoing shall not apply to customary restrictions contained in senior unsecured notes or bonds issued by the Company.

Restrictive Agreements. The Borrower will not, and nor will not it permit any of its Subsidiaries 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 the Borrower or any of its Subsidiaries other Loan Party to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary of its Subsidiaries Borrower to pay dividends or other distributions with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, of Borrower or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiaries; provided that (i) the foregoing shall not apply to (i) restrictions or and conditions imposed by law or by this Agreement any Loan Document or any other Loan Document, permitted refinancing thereof (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of an asset or a Subsidiary pending such sale, provided such which sale is otherwise permitted hereunder (iii) customary restrictions and conditions apply only provisions in joint venture agreements and other similar agreements applicable to joint ventures to the Subsidiary that is sold and extent such sale is joint ventures are permitted hereunder, (iiiiv) customary provisions in commercial agreements arising in the foregoing shall not apply to restrictions in contracts for salesordinary course of business and restricting leases, managementsubleases, development licenses, or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed ofsublicenses, (ivv) clause (a) shall not apply to customary restrictions or and conditions imposed by contained in any agreement relating to Secured Debt any agreement that is permitted under Section 6.01, Section 6.02, Section 6.05, or is otherwise permitted by this Agreement if such Agreement, or (vi) restrictions or conditions in agreements already in existence as of the Effective Date and conditions apply only disclosed to the property Administrative Agent in writing and any renewal, extension, or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment replacement thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquiredin favor of the Administrative Agent for the benefit of the Lenders to secure the Obligations, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to holders of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of property or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the property or Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (v) clause (ab) of the foregoing shall not apply to customary provisions restrictions contained in leases, subleases, licenses documents governing Indebtedness permitted hereunder so long as such restrictions are no more restrictive to the Company and other contracts restricting its Subsidiaries than the assignment thereofrestrictions or covenants contained in this Agreement.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries toNo Loan Party will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries such Loan Party to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) in the case of the Guarantor, the ability of any of its Subsidiaries the Guarantor to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofBorrower; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law law, by any agreement with respect to Permitted Borrower Secured Debt or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.07 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or and conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement under Sections 6.02(c), (e) or (f) if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, Parent and its Subsidiaries will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of the Parent and its Subsidiaries to create, incur or permit to exist any Lien upon any of its assets property or propertiesassets, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or make other distributions with respect to its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower any Credit Party or to provide Support Obligations in respect of any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower Borrower, or (c) the ability of any other Subsidiary thereof party thereto or payee thereunder to transfer any make loans, advances or payments in respect of its property or assets to the Borrower or any other Subsidiary thereofintercompany Indebtedness; provided that (i) none of the foregoing clauses shall not apply to any restrictions or and conditions imposed by law or by this Agreement any Legal Requirement or any other Loan Document, Credit Document and (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to (x) any restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness that is otherwise expressly permitted by this Agreement under Section 8.1, if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (vy) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts agreements restricting the assignment thereofthereof that are entered into in the Ordinary Course of Business or (z) any restrictions or conditions imposed by any Organizational Document of the Borrower or any of its Subsidiaries that have been waived to permit the execution, delivery and performance of this Agreement and the other Credit Documents and any Subordinated Debt.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the any Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the any Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law any Requirement of Law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Section 6.10 of the Disclosure Certificate (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Domestic 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 Company or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement any Loan Document or by any agreement, document or instrument relating to any Securitization or any other Loan Documentindenture, agreement or instrument evidencing or governing Indebtedness, in each case, as in effect on the 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 Effective Date identified on Schedule 6.09 (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, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, and (iv) clause (a) shall the Company and any Subsidiary may enter into agreements limiting Guarantees by Subsidiaries, provided that any such agreements do not apply prohibit or limit the amount of or impair the Guarantees issued or required to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by be issued in connection with this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereofAgreement.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Restricted Subsidiary (i) to pay dividends or other distributions with respect to any shares of its Capital Stockcapital stock, (ii) to make or repay loans or advances to the Borrower Company or any other Subsidiary thereofRestricted Subsidiary, (iii) to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof Subsidiary, or to (iv) sell, lease or transfer any of its property or assets Property to the Borrower Company or any other Subsidiary thereofRestricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Restricted Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Restricted Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower Company or any other Subsidiary thereofRestricted Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Restricted Subsidiary thereof or to transfer any of its property or assets to the Borrower Company or any other Restricted Subsidiary thereofof the Company; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed (A) by law law, (B) by the organizational documents of MJVs to the extent such restrictions only apply to actions by, the assets of, or Equity Interests in, MJVs, (C) by this Agreement or any other Loan Document, (D) by the documents governing the Private Placement Debt, (E) by documents listed on Schedule 6.08 hereto or (F) by any documents creating a Permitted Encumbrance, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries 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 Parent or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (or any amendment or modification thereof not expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquiredto secure the Obligations, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law Law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.09, together with any extension, renewal, amendment or modification to the extent it does not expand the scope of any such restriction or condition, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) the foregoing clauses (a) and (b) of this Section shall not apply to restrictions in contracts for sales, management, development or dispositions any assets that are the subject of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, a Factoring Program permitted under Section 6.17 and (ivv) clause (a) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness or Liens permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereofassignment, encumbrance, sub-letting or transfer of such lease and or contract.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to holders of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to customary restrictions or conditions imposed by any agreement relating to Secured Debt Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Agreement, and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment or subletting thereof, (v) the foregoing shall not apply to customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any of its Subsidiaries in the ordinary course of business, (vi) the foregoing shall not apply to restrictions on the transfer of any asset pending the close of the sale of such asset, and (vii) the foregoing shall not apply to restrictions on the transfer of any asset subject to a Lien permitted by Section 6.02(b).

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or law, by this Agreement or any other Loan Document, or by the Existing Credit Agreement (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereofthereof and (v) the foregoing restrictions shall not apply to restrictions on any Securitization Subsidiaries contained in the documents governing any Securitization Transaction.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital Stock, any Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other of the Loan DocumentDocuments, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating existing on the date hereof identified on Schedule 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the sale of a Subsidiary pending scope of, any such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunderrestriction or condition), (iii) the foregoing shall not apply to restrictions customary provisions in leases and other contracts for sales, management, development or dispositions entered into in the ordinary course of property not prohibited by this Agreement; provided, that, such restrictions relate only to business consistent with past practice restricting the property being managed, developed or disposed ofassignment thereof, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed (x) by law or law, (y) by this Agreement or any other Loan Document, or (z) the Bond Documents, existing operating agreements or shareholders' agreements in respect of non-wholly owned entities (in the case of this clause (z), each as in effect on the date hereof), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereofthereof and (v) this Section 7.13 shall not apply to agreements relating to Investments in joint ventures, equity investments or non-wholly owned Subsidiaries made in compliance with Section 7.4(c).

Restrictive Agreements. The Borrower Company will not, and will not permit any of its the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Domestic 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 Company or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (ia) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement any Loan Document or by any agreement, document or instrument relating to any Securitization or any other Loan Documentindenture, agreement or instrument evidencing or governing Indebtedness, in each case, as in effect on the Restatement Effective Date or as modified in accordance herewith, or relating to the Existing Securitization as modified in accordance herewith, (iib) the foregoing shall not apply to restrictions and conditions existing on the Restatement Effective Date identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (c) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary 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, and (iiid) the foregoing shall Company and any Subsidiary may enter into agreements limiting Guarantees by Subsidiaries, provided that any such agreements do not apply prohibit or limit the amount of or impair the Guarantees issued or required to restrictions be issued in contracts for sales, management, development or dispositions of property not prohibited by connection with this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.. Section 7.9

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any of its Subsidiaries other Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than this Agreement or any other Loan Document or any agreement governing Permitted Senior Debt) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Loan Party to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquiredin favor of the Secured Parties, or (b) the ability of (i) any of its Subsidiaries Loan Party (other than the Lead Borrower) to pay dividends or other distributions with respect to any shares of its Capital Stock, Stock or (ii) any Loan Party to make or repay loans or advances to the Borrower any Loan Party or any other Subsidiary thereof, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; Loan Party, provided that (i) the foregoing shall not apply to restrictions or and ​ 119 conditions imposed by law Applicable Law or by this Agreement or any other the Loan DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the Fifth Amendment Effective Date identified in the Information Certificate (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of this Section shall not apply to restrictions or of conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement hereunder if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (v) clause (a) of this Section shall not apply to customary provisions in leasesleases or licenses or other agreements, subleasesincluding, without limitation, those relating to franchises, patents, copyrights, trademarks, tradenames, service marks, licenses and permits, and other contracts intellectual property restricting the assignment thereof., and (vi) clauses (a) and (b)(ii) of this Section shall not apply to the Permitted Senior Debt or the Senior Notes Indenture and any indenture or credit agreement in respect of the Refinancing Debt, which, in each case, such agreement or indenture shall be in form and substance reasonably satisfactory to the Agents. ​

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the 83 foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to its Capital StockEquity Interests, to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or Agreement, any other Loan DocumentDocument or the Second Lien Indebtedness Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts or sublicenses restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its the Borrower’s Subsidiaries to pay dividends or other distributions with respect to its Capital StockEquity Interests, to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary thereof of its Subsidiaries or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof its Subsidiaries; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by law, this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured secured Debt permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts or sublicenses restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and Parent will not permit any of its Subsidiaries to, directly or indirectly, 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 the Borrower or any of its Subsidiaries Loan Party to create, incur or permit to exist any Lien upon any of its assets Property (unless such agreement or propertiesarrangement does not prohibit, whether now owned restrict or hereafter acquiredimpose 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 Subsidiary of its Subsidiaries the Parent to pay dividends or make other distributions with respect to any of its Capital Stock, Stock or to make or repay loans or advances to the Borrower Parent or any other Subsidiary thereof, or to Guarantee guaranty Indebtedness of the Borrower Parent or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; Subsidiary, provided that (ia) the foregoing shall not apply to restrictions or and conditions imposed by law or by this the Loan Documents, (b) the foregoing shall not apply to restrictions and conditions existing on the Agreement Date hereof identified on Schedule 8.9 (but shall apply to any extension or renewal of, or any other Loan Documentamendment or modification expanding the scope of, any such restriction or condition), (iic) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (ivd) clause (ai) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets Property securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (ve) clause (ai) of this Section shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries 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 Company or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.15 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to any Restructuring Transaction Documents in connection with a Restructuring permitted hereby so long as such restrictions are necessary (as determined by the Company in good faith in consultation with its legal and/or tax advisors) in order to effect the related Restructuring, (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, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Holdings will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Holdings or any of its Subsidiaries Restricted Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Restricted Subsidiary to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the Borrower Holdings or any other Subsidiary thereofRestricted Subsidiary, to Guarantee Indebtedness of the Borrower Holdings or any other Restricted Subsidiary thereof or to transfer any of its property or assets to the Borrower Holdings or any other Restricted Subsidiary thereofof Holdings; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement Agreement, any other Transaction Document or any other Loan Documentindenture, note purchase agreement or loan agreement in connection with any permitted refinancing of the debt evidenced by the Credit Documents, so long as the restrictions and conditions in such other indenture, note purchase agreement or loan agreement are no more burdensome in any material respect than those imposed by the Credit Documents), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, ; provided such restrictions and conditions apply only to the Restricted Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (aSection 8.8(a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (aSection 8.8(a) shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary Guarantor to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary Guarantor to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary Guarantor to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofGuarantor, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof Guarantor or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofGuarantor of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any of its Subsidiaries such Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries such Subsidiary to pay dividends or other distributions with respect to its Capital Stock, any Equity Interests or to make or repay loans or advances to the Borrower any Loan Party or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower any Loan Party or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that provided, that, (i) the foregoing shall not apply to restrictions or and conditions imposed by law any Law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Closing Date and set forth on Schedule 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided so long as such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of its Subsidiaries other Parent Group Member to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on any Parent Group Member that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower or any of its Subsidiaries Parent Group Member to create, incur or permit to exist any Lien upon any of its property or assets (unless such agreement or propertiesarrangement does not prohibit, whether now owned restrict or hereafter acquiredimpose any condition upon the ability of any Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties created under the Loan Documents) or (bii) the ability of any of its Subsidiaries Parent Group Member (other than the Parent) to pay dividends or other distributions with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower any Loan Party or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; subsidiaries, provided that (ia) the foregoing shall not apply to restrictions or and conditions imposed by law or by this the Loan Documents, (b) the foregoing shall not apply to restrictions and conditions existing on the Agreement Date identified on Schedule 11.10 (but shall apply to any extension or renewal of, or any other Loan Documentamendment or modification expanding the scope of, any such restriction or condition), (iic) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Parent Group Member (other than the Parent) pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Parent Group Member that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (ivd) clause (ai) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement hereby if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (ve) clause (ai) of this Section shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property prop erty or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Documentlaw, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, thatthe Credit Services Credit Agreement, such restrictions relate only to or the property being managedPrudential Agreement, developed or disposed ofby Synthetic Leases and agreements governing Variable Interest Entity Obligations existing on the Closing Date or entered into after the Closing Date on substantially similar terms as those existing on the Closing Date, and (ivii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viii) clause (a) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Restricted Subsidiary (i) to pay dividends or other distributions with respect to any shares of its Capital Stockcapital stock, (ii) to make or repay loans or advances to the Borrower Company or any other Subsidiary thereofRestricted Subsidiary, (iii) to Guarantee Indebtedness of the Borrower Company or any other Restricted Subsidiary thereof or to (iv) sell, lease or transfer any of its property or assets Property to the Borrower Company or any other Subsidiary thereofRestricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a 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, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist, or permit any of its Subsidiaries Material Subsidiary to, directly or indirectly, enter into, incur or permit to exist exist, directly or indirectly, any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Material Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Restricted Subsidiary thereof(each, a “Restrictive Covenant”); provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed (x) by law or Law, (y) by this Agreement or any other Loan Document, or (z) by the Existing Revolving Credit Agreement or any amendment, restatement, modification, replacement or refinancing thereof, or any other agreement or instrument governing Debt permitted to be incurred and outstanding hereunder, in each case so long as any such Restrictive Covenant is not materially more restrictive than the equivalent covenant under this Agreement, and (ii) the foregoing shall not apply to customary restrictions and conditions contained in (x) agreements relating to the sale of a Material Subsidiary pending such sale, provided such restrictions and conditions apply only to the Material Subsidiary that is sold and such sale is permitted not prohibited hereunder, (iiiy) the foregoing shall not apply Debt secured by a Lien permitted to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement be incurred hereunder if such restrictions and conditions apply only to the property or assets securing such Secured Debt Debt, or Liens permitted under Section 7.2, and (vz) clause (a) shall agreements existing with respect to any Person or assets at the time such Person or assets are acquired not apply to customary provisions created in leases, subleases, licenses and other contracts restricting the assignment thereofcontemplation of such acquistion.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries 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 the Borrower or any of its Subsidiaries Subsidiary Guarantor to create, incur or permit to exist any Lien upon any of its assets property or propertiesassets, whether now owned which restriction (or hereafter acquiredcondition) is more restrictive, in substance, than the restrictions in Section 7.05 hereof, or (b) the ability of any of its Subsidiaries Subsidiary Guarantor to pay dividends Distributions or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee guaranty Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided provided, that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided provided, that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to (i) pay dividends or other distributions with respect to its Capital Stockcommon stock, to (ii) make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to (iii) Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to (iv) transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, that (i1) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii2) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv3) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (v4) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereofthereof and (5) clause (b)(ii) and (iii) shall not apply to restrictions or conditions imposed by any agreement relating to Trust Indebtedness or Trust Preferred Securities consistent with those in place on the Closing Date.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to holders of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Receivables Financing or the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions and conditions imposed any financings from time to time permitted by Section 6.01(h) (such financings permitted by Section 6.01(h), the “Permitted Financings”) so long as, in contracts for sales, management, development or dispositions the case of property not prohibited by this Agreement; provided, thatPermitted Financings, such restrictions relate only to prohibition, restriction or condition is usual and customary for the property being managed, developed or disposed ofIndebtedness under the Permitted Financings, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower KPP will not, and will not permit any Subsidiary of its Subsidiaries KPP (other than any Excluded Subsidiary) to, directly or indirectly, enter into, incur or permit to exist any agreement (i) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary of its Subsidiaries KPP to pay dividends or other distributions make Distributions with respect to its Capital StockEquity Interests, to make or repay loans or advances to the Borrower or any other Subsidiary thereofGuarantor, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary thereof Guarantor or to transfer any of its property or assets to the Borrower or any other Guarantor, or (ii) contains any prohibitions or restrictions on KPP or such Subsidiary thereofthat are more restrictive than the covenants contained in this Agreement; provided provided, that (iA) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or Agreement, any other Loan Document, the Bridge Loan Agreement, and the Senior Notes Indenture, (iiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a any Subsidiary of KPP pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, hereunder and (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (ivC) clause (ai) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to the on transfer of property or assets securing such Secured Debt to Borrower or any Guarantor contained in any agreement or indenture pursuant to which Indebtedness is issued to refinance the Bridge Loan in full so long as any restriction on transfer of property or assets and any restriction on granting Liens permitted under Section 7.2, is no more restrictive than the restrictions on transferring property and (v) clause (a) shall not apply granting Liens contained in the Senior Notes Indenture as in effect on the date of Amendment No. 2 to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereofthis Revolving Credit Agreement.

Restrictive Agreements. The Each of Holdings and the Borrower will not, and each, as applicable, will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any of its Subsidiaries other Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquired, or (b) the ability of (i) any Subsidiary that is a subsidiary of its Subsidiaries the Borrower to pay dividends or other distributions with respect to any shares of its Capital Stock, Stock or (ii) any Subsidiary other than the Borrower to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided PROVIDED that (iA) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary other than the Borrower pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (ivD) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (vE) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and Parent will not permit any of its Subsidiaries to, directly or indirectly, 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 the Borrower or any of its Subsidiaries Loan Party to create, incur or permit to exist any Lien upon any of its assets Property (unless such agreement or propertiesarrangement does not prohibit, whether now owned restrict or hereafter acquiredimpose any condition upon the ability of any Loan Party to create, incur or permit to exist any Lien in favor of the Credit Partiescreated under the Loan Documents) or (bii) the ability of any Subsidiary of its Subsidiaries the Parent to pay dividends or make other distributions with respect to any of its Capital Stock, Stock or to make or repay loans or advances to the Borrower Parent or any other Subsidiary thereof, or to Guarantee guaranty Indebtedness of the Borrower Parent or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; Subsidiary, provided that (ia) the foregoing shall not apply to restrictions or and conditions imposed by law or by this the Loan Documents, (b) the foregoing shall not apply to restrictions and conditions existing on the Agreement Date hereof identified on Schedule 8.9 (but shall apply to any extension or renewal of, or any other Loan Documentamendment or modification expanding the scope of, any such restriction or condition), (iic) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (ivd) clause (ai) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets Property securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (ve) clause (ai) of this Section shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower It will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement, other than the Loan Documents, that prohibits, restricts or imposes any condition upon (a) except for Liens on Equity Interests in Joint Ventures owned by a Restricted Subsidiary created by the customary provisions in Joint Venture agreements and other similar agreements applicable to Joint Ventures or created by agreements evidencing Indebtedness of Joint Ventures, the ability of the Borrower it or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien created under a Loan Document upon any of its assets Property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Restricted Subsidiaries to pay dividends or other distributions make Restricted Payments with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower it or any other Restricted Subsidiary thereof, or it or any of its Restricted Subsidiaries to Guarantee Indebtedness of the Borrower it or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofRestricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to such prohibitions, restrictions and conditions contained in contracts for salesany agreement evidencing or governing, managementor pursuant to which there has been issued, development Indebtedness or dispositions of property Disqualified Equity permitted by Section 6.01(g), so long as the Liens created under the Security Documents are not prohibited by this Agreement; providedprohibited, that, such restrictions relate only restricted or conditioned in any manner (except as to the property being managedassets of the applicable Restricted Subsidiary that secure such Indebtedness, developed or disposed ofif any), (iv) clause (a) above shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such prohibitions, restrictions and conditions apply only contained in any agreement evidencing or governing, or pursuant to which there has been issued, Indebtedness permitted by Section 6.01(h), so long as the Liens created under the Security Documents are not prohibited, restricted or conditioned in any manner (except as to the property or assets Property securing such Secured Debt or Liens permitted under Section 7.2Indebtedness), and (v) clause (a) above shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof, (vi) clause (a) above shall not apply to such prohibitions, restrictions and conditions contained in the Free State Acquisition Documents applicable to FS SPE 1, subject to the limitations on amendment set forth in the Loan Documents, and so long as the Liens created under the Security Documents are not prohibited, restricted or conditioned in any manner, (vii) clause (a) above shall not apply to such prohibitions, restrictions and conditions contained in the NEJD Transaction Documents applicable to NEJD SPE 1, subject to the limitations on amendment set forth in the Loan Documents, and so long as the Liens created under the Security Documents are not prohibited, restricted or conditioned in any manner (other than a condition requiring the execution of the NEJD Consent which was satisfied on May 30, 2008), and (viii) clause (a) above shall not apply to such prohibitions, restrictions and conditions contained in any Material Agreements evidencing or governing, or pursuant to which there has been issued, Indebtedness or Disqualified Equity permitted by Section 6.01(j), subject to the limitations on amendments as set forth in the Loan Documents, so long as the Liens created under the Security Documents are not prohibited, restricted or conditioned in any manner.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to holders of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law law, regulation or any regulatory body or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and or 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, (iii) clause (a) of the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (ivA) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (vB) clause (a) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof, (C) customary security requirements imposed by any agreement related to Indebtedness permitted by this Agreement and (D) restrictions and conditions contained in any agreements previously disclosed to the Lenders as of, and existing on, the Restatement Effective Date.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries wholly-owned Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries wholly-owned Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries wholly-owned Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereofthereof and (v) the requirement that no wholly-owned Subsidiary be restricted from paying dividends or other distributions with respect to its common stock shall not apply to the Note Agreement.

Restrictive Agreements. The No Borrower will notwill, and will not permit any of its Subsidiaries 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 the Borrower or any of its Subsidiaries Loan Party to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries 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 a Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions imposed by the Floor Plan Credit Agreement or the Second Lien Indenture as of the Effective Date, subject to the Intercreditor Agreements, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) above shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) above shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; Subsidiary, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (v) 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, and (vi) 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 provisions in leases, subleases, licenses and other contracts restricting the assignment thereoffor such types of agreements.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries 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 thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofRestricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Documentthe Security Instruments, (ii) the foregoing shall not apply to customary restrictions and conditions contained (x) existing on the date of this Agreement identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition so as to cause such restriction or condition to be more restrictive than the restriction or condition in agreements relating existence on the date of this Agreement) or (y) arising or agreed to after the sale date of a Subsidiary pending this Agreement; provided that such sale, provided such restrictions or conditions are not more restrictive than the restrictions and conditions apply only to existing on the Subsidiary that is sold date of this Agreement and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to of the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Holdings, the Borrower and, prior to the Merger, Acqco will not, not and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or Borrower, any of its Subsidiaries other Subsidiary or, prior to the Merger, Acqco to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquiredto secure the Obligations, or (b) the ability of any of its Subsidiaries Borrower 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 Borrower Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; Subsidiary, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.11 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of this Section shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Neither the Borrower will not, and will not permit nor any of its Subsidiaries toRestricted Subsidiary shall, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Restricted Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Restricted Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofRestricted Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other Restricted Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofRestricted Subsidiary; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Credit Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt Purchase Money Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and Parent will not permit any of its Subsidiaries (other than the Borrower and any 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 the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries such Subsidiary (x) to pay dividends or other distributions with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary thereofParent, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof Guarantor or to transfer any Guarantee Indebtedness of its property or assets to the Parent, the Borrower or any other Subsidiary thereofGuarantor or (y) transfer any of its properties or assets to the Parent, the Borrower or any other Subsidiary Guarantor; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or rule, regulation or order or by this Agreement or any other Loan Document, ; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof or any extension, renewal, amendment or modification of any such restriction or condition (in each case, as long as such extension, renewal, amendment or modification is no more restrictive with respect to such restrictions and conditions taken as a whole than those contained in the restrictions and conditions prior to such extension, renewal, amendment or modification); (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary assets (including Equity Interests) pending such sale, provided such restrictions and conditions apply only to the Subsidiary assets that is are to be sold and such sale is permitted not prohibited hereunder, ; (iiiiv) the foregoing shall not apply to restrictions any agreement or other instrument of a Person acquired by the Parent or any Subsidiary that was in contracts for salesexistence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), managementwhich restriction or condition is not applicable to any Person, development or dispositions the properties or assets of property not prohibited by this Agreement; providedany Person, thatother than the Person or its Subsidiaries, such restrictions relate only to or the property being managed, developed or disposed of, assets of the Person or its Subsidiaries so acquired; (ivv) clause (a) the foregoing shall not apply to restrictions or conditions imposed Indebtedness secured by any agreement relating a Lien not otherwise prohibited hereunder that limits the right of the debtor to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to dispose of the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and Indebtedness; (vvi) clause (a) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture entered into in the ordinary course of business; (vii) the foregoing shall not apply to customary provisions contained in leases, subleases, licenses and other contracts restricting similar agreements entered into in the assignment thereofordinary course of business that impose restrictions of the type described in clause (y) above on the property subject to such lease; (viii) clause (y) of the foregoing shall not apply to transfer restrictions in the Existing Indenture or any other indenture or loan agreement, so long as the transfer restrictions in such other indenture or loan agreement are no more burdensome than those appearing in the Existing Indenture as in effect on the Effective Date; (ix) clause (y) of the foregoing shall not apply to customary restrictions contained in any documentation governing any Sale and Leaseback Transaction not prohibited by this Agreement, so long as such restriction is applicable only to the assets pledged pursuant to such Sale and Leaseback Transaction; and (x) clause (y) of the foregoing shall not apply to any agreements governing any purchase money Liens or Capital Lease Obligations incurred in the ordinary course of business and not otherwise prohibited hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

Restrictive Agreements. The Parent and the Borrower will not, and will not permit any of its Subsidiaries other Subsidiary (other than a Receivables Subsidiary) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure any of the Secured Obligations or properties, whether now owned any refinancing or hereafter acquiredreplacement thereof, or (b) the ability of any of its Subsidiaries Subsidiary (other than the Borrower) to pay dividends or other distributions with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower Parent or any other Subsidiary thereof, Loan Party or to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofLoan Party; provided provided, that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Restatement Effective Date in the Term Loan Agreement or the Existing Senior Notes Indentures or identified on Schedule 6.06 or to any extension or renewal thereof, or any amendment or modification thereto that does not expand the scope of any such restriction or condition, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets that are, or propertiesare required by any Loan Document to be, whether now owned subject to Liens created by this Agreement or hereafter acquiredthe Security Instruments hereunder, or (b) the ability of any of its Subsidiaries Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofRestricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating existing on the date hereof pursuant to the sale of a Subsidiary pending JVEA Documents (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunderrestriction or condition), (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases (other than oil and gas leases, subleases, licenses ) and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Administrative Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital StockEquity Interest, to make or repay loans or advances to the Administrative Borrower or any other Subsidiary, to Guarantee the Obligations of the Administrative Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Administrative Borrower or any other Subsidiary thereofof the Administrative Borrower; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law law, by this Agreement, any other Loan Document (including the Intercreditor Agreement), or by the Term Loan Credit Agreement and related documents in effect on the date hereof or, so long as such restrictions or conditions are no more onerous than those imposed under this Agreement or any other Loan DocumentDocuments, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Neither the Borrower will not, and will not permit nor any of its Subsidiaries toRestricted Subsidiary shall, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Restricted Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Restricted Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofRestricted Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other Restricted Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofRestricted Subsidiary; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Credit Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt Purchase Money Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, (iv) clause (a) shall not apply to customary provisions in leases restricting the assignment thereof and (v) clause (a) shall not apply to customary provisions in leasesrestrictions or conditions imposed by that certain Indenture dated July 31, subleases1995 between Rock-Tenn Company and SunTrust Bank, licenses and other contracts restricting the assignment thereofN.A. (as successor trustee to Trust Company Bank).

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital StockStock (including, without limitation, those required by Section 5.13), to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Subsidiary, or of any assets, pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is are sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereofthereof or to customary provisions in contracts relating to the purchase, sale, cession, retrocession or assumption of interests in insurance risks.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its assets material (individually or properties, whether now owned in the aggregate) property or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, Equity Interests or to make or repay loans or advances to the any Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the any Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions imposed on the Loan Parties existing on the date hereof identified on Schedule 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale or other disposition of a Subsidiary or assets pending such salesale or other disposition, provided that such restrictions and conditions apply only to the Subsidiary or assets that is to be sold or disposed of and such sale or other disposition is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt Liens permitted by this Agreement if such restrictions and or conditions apply only to the 152 property or assets securing subject to such Secured Debt Lien, (v) clause (a) of the foregoing shall not apply to restrictions on the pledge of Equity Interests in (A) KS China Co., Limited pursuant to the Xxxx Spade China JV Agreement, (B) the Mexx JV pursuant to the Mexx JV Agreement or (C) any other joint venture imposed by the applicable joint venture agreement, (vi) clause (a) of the foregoing shall not apply to customary restrictions set forth in license agreements in the ordinary course of business so long as such provisions do not prohibit, restrict or impose any condition upon the ability of such Loan Party or any of its Subsidiaries to (x) create, incur or permit to exist Liens upon its property or assets in favor of any Agent, for the benefit of the applicable Lenders and Issuing Banks or (y) dispose of the Collateral or restrict any Agent’s method and price for disposing of Collateral, (vii) the foregoing shall not apply to the restrictions and conditions imposed by the Notes Documentation (or any extension, amendment, modification, refinancing, replacement or renewal thereof that does not expand the scope of any such restriction or condition in any material respect) so long as such provisions do not prohibit, restrict or impose any condition upon (x) the ability of any Loan Party to create, incur or permit to exist Liens upon its property or assets in favor of any Agent, for the benefit of the applicable Lenders and Issuing Banks under the Loan Documents (except to require a similar Lien on such property or assets that is permitted under Section 7.2, 6.02(l) and (vm) and is subject to the Notes Intercreditor Agreement), (y) the ability of any Subsidiary to (A) make dividends or distributions to the Company or any Guarantor or to otherwise transfer property to or invest in the Company or any Guarantor or (B) Guarantee the Obligations or Secured Obligations hereunder, (viii) the foregoing shall not apply to (x) restrictions and conditions binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions or conditions were not entered into in contemplation of such Person becoming a Subsidiary and (y) any amendment, modification or renewal of a restriction permitted by clause (vi)(x) or any agreement evidencing such restriction or condition so long as such amendment, modification or renewal does not expand the scope of such restriction or condition and (ix) the foregoing clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting leases or subleases that prohibit the assignment thereofgranting of Liens on fixtures that attach to the real property that is subject to such lease.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital StockEquity Interests, to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to prohibitions, restrictions or and conditions (i) imposed by law or by this Agreement or any other Loan Document, (ii) 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 prohibitions, restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions respect of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions only, imposed by any agreement relating to Secured Debt Indebtedness permitted by this Agreement if (A) if, in the case of secured Indebtedness, such prohibitions, restrictions and conditions apply only to the property or assets securing such Secured Debt Indebtedness or Liens (B) such Indebtedness is permitted under Section 7.27.1(e), and 7.1(f), 7.1(k) or 7.1(l), (viv) in respect of clause (a) shall not apply to only, that are customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof; and (v) contained in any agreement in effect at the time a Person becomes a Subsidiary pursuant to a Permitted Acquisition, so long as such agreement (1) was not entered into solely in contemplation of such Person becoming a Subsidiary, (2) applies only to such Person and (3) does not extend to any other Loan Party.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower or any of its Subsidiaries Companies to create, incur or permit to exist any Lien upon any of its assets or properties, whether now owned or hereafter acquiredthe Collateral (other than Permitted Liens), or (bii) the ability of any of its Subsidiaries Company (other than an Immaterial Company) to pay dividends or other distributions with respect to any of its Capital Stock, Stock or to make or repay loans or advances to the Borrower Companies or any other Subsidiary thereof, or to Guarantee guaranty Indebtedness of the Borrower a Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to (A) restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (iiB) 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, (iiiC) restrictions and conditions imposed in respect of the foregoing shall not apply to restrictions in contracts for salesTerm Loan Documents and any extensions, management, development renewals or dispositions replacements of property not prohibited by this Agreementsuch Term Loan Documents established simultaneously with the expiration or termination of such credit facility and expressly permitted under Section 7.02(b) hereof; provided, thathowever, that the terms and provisions of any such restrictions relate only to extensions, renewals or replacements shall not have any greater adverse effect on the property being managed, developed or disposed ofLenders than the terms and provisions of the Term Loan Documents existing on the date hereof , (ivD) clause (ai) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness or Capitalized Lease Obligations permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt Indebtedness or Liens permitted under Section 7.2, Capitalized Lease Obligations and (vE) clause (ai) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary of its Subsidiaries the Borrower that is a Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, that is a Subsidiary Guarantor of the Borrower or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofBorrower; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of the 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, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) above shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) above shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to its Capital StockEquity Interests, to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or Agreement, any other Loan DocumentDocument or the First Lien Indebtedness Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts or sublicenses restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, shall not and will shall not permit any of its Subsidiaries to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur create or permit to exist any Lien upon on any of its assets or properties, whether now owned or hereafter acquired, property or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of, or any extension or renewal of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to Secured secured Debt permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Debt, and (v) clause (a) of this Section shall not apply to customary provisions in leasesa lease if such provisions apply only to the property that is the subject of such lease, subleases, licenses and (vi) clause (a) of this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Domestic 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 Company or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (ia) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement any Loan Document or by any agreement, document or instrument relating to any Securitization or any other Loan Documentindenture, agreement or instrument evidencing or governing Indebtedness, in each case, as in effect on the Closing Date or as modified in accordance herewith, or relating to the Existing Securitization as modified in accordance herewith, (iib) the foregoing shall not apply to restrictions and conditions existing on the Closing Date identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (c) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary 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, and (iiid) the foregoing shall Company and any Subsidiary may enter into agreements limiting Guarantees by Subsidiaries, provided that any such agreements do not apply prohibit or limit the amount of or impair the Guarantees issued or required to restrictions be issued in contracts for sales, management, development or dispositions of property not prohibited by connection with this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law law, or by this Agreement or any other Loan DocumentDocument or under an existing revolving credit loan agreement with InTrust Bank, N.A., (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting entered into in the assignment thereofordinary course of business.

Restrictive Agreements. The Borrower will not, and will not ----------------------- permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries such Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, of its Subsidiaries or to Guarantee Indebtedness of the Borrower or any other such Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions -------- imposed by law or law, by this Agreement or any other Loan Documentby the Note Purchase Agreement as in effect on the Effective Date, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating existing on the date hereof identified on Schedule 6.08 (but shall ------------- apply to any extension or renewal of, or any amendment or modification expanding the sale of a Subsidiary pending scope of, any such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunderrestriction or condition), (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and Parent will not permit any of its Subsidiaries (other than the Borrower and any 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 the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries such Subsidiary (x) to pay dividends or other distributions with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary thereofParent, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof Guarantor or to transfer any Guarantee Indebtedness of its property or assets to the Parent, the Borrower or any other Subsidiary thereofGuarantor or (y) transfer any of its properties or assets to the Parent, the Borrower or any other Subsidiary Guarantor; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or rule, regulation or order or by this Agreement or any other Loan Document, ; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof or any extension, renewal, amendment or modification of any such restriction or condition (in each case, as long as such extension, renewal, amendment or modification is no more restrictive with respect to such restrictions and conditions taken as a whole than those contained in the restrictions and conditions prior to such extension, renewal, amendment or modification); (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary assets (including Equity Interests) pending such sale, provided such restrictions and conditions apply only to the Subsidiary assets that is are to be sold and such sale is permitted not prohibited hereunder, ; (iiiiv) the foregoing shall not apply to restrictions any agreement or other instrument of a Person acquired by the Parent or any Subsidiary that was in contracts for salesexistence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), managementwhich restriction or condition is not applicable to any Person, development or dispositions the properties or assets of property not prohibited by this Agreement; providedany Person, thatother than the Person or its Subsidiaries, such restrictions relate only to or the property being managed, developed or disposed of, assets of the Person or its Subsidiaries so acquired; (ivv) clause (a) the foregoing shall not apply to restrictions or conditions imposed Indebtedness secured by any agreement relating a Lien not otherwise prohibited hereunder that limits the right of the debtor to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to dispose of the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof.Indebtedness;

Restrictive Agreements. The Borrower will not, not and will not permit any of its Subsidiaries 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 the Borrower any Choice One Company to create or permit to exist any Lien on any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquiredproperty, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement any Loan Document, or any other Loan Preferred Equity Document, or any Senior Facility Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) ) the foregoing shall not apply to customary restrictions and conditions contained in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only agreements relating to the property being managed, developed or disposed ofa Qualified Capital Markets Transaction, (ivv) clause (a) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to Secured secured Debt permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (vvi) clause (a) of this Section shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the any Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the any Borrower or any other Subsidiary, to Guarantee Indebtedness of any Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the any Borrower or any other Subsidiary thereofof any Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or Agreement, any other Loan Document, any ACH Program Document, the ARC Transmission Agreement, any organizational documents relating to SPVs or any agreement set forth on Schedule 7.8, (ii) the foregoing shall not apply to conditions imposed by Hedge Agreements with Lenders limiting creation, incurrence or permitting Liens unless the obligations under such Hedge Agreement are secured pari passu, (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 sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Parent and the Borrower will not, and will not permit any of its Subsidiaries other Subsidiary (other than a Receivables Subsidiary) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure any of the Secured Obligations or properties, whether now owned any refinancing or hereafter acquiredreplacement thereof, or (b) the ability of any of its Subsidiaries Subsidiary (other than the Borrower) to pay dividends or other distributions with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower Parent or any other Subsidiary thereof, Loan Party or to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofLoan Party; provided provided, that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Restatement Effective Date in the Revolving Credit Agreement, the GM Second Lien Documents or the Existing Senior Notes Indentures or identified on Schedule 6.06 or to any extension or renewal thereof, or any amendment or modification thereto that does not expand the scope of any such restriction or condition, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt (A) secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt Indebtedness or Liens permitted under Section 7.2, (B) Receivables sold pursuant to any Permitted Receivables Financing and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Each Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the such Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the any Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the any Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the any Borrower or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or Agreement, any other Loan DocumentDocument or the Senior Note Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to such assets or the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions (x) existing on the date hereof identified on Schedule 6.8 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) or (y) pursuant to the provisions governing Indebtedness permitted pursuant to clause (f) or (h) of Section 6.1, so long as such restrictions are not more restrictive than any restriction in 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, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness; and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Loan Parties will not, and will not permit any of its their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary the Borrower or any of its Subsidiaries pending such sale, provided that (x) such restrictions and conditions apply only to the a Subsidiary that is sold and such sale is permitted hereunderhereunder and (y) in connection with any potential sale of the Borrower, the Obligations will be satisfied and paid in full in cash and all of the Term Loan Commitments shall be terminated prior to or substantially concurrently with the consummation of such transaction, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital StockEquity Interests, to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to prohibitions, restrictions or and conditions (i) imposed by law or by this Agreement or any other Loan Document, (ii) 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 prohibitions, restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions respect of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions only, imposed by any agreement relating to Secured Debt Indebtedness permitted by this Agreement if (A) if, in the case of secured Indebtedness, such prohibitions, restrictions and conditions apply only to the property or assets securing such Secured Debt Indebtedness or Liens (B) such Indebtedness is permitted under Section 7.27.1(e), and 7.1(f), 7.1(k), 7.1(l) or 7.1(m), (viv) in respect of clause (a) shall not apply to only, that are customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof; and (v) contained in any agreement in effect at the time a Person 108 becomes a Subsidiary pursuant to a Permitted Acquisition, so long as such agreement (1) was not entered into solely in contemplation of such Person becoming a Subsidiary, (2) applies only to such Person and (3) does not extend to any other Loan Party. Nothing contained in this Section 7.8 shall be deemed to modify or supersede any term contained in the last paragraph of Section 7.2; it being understood that such paragraph is an independent obligation of the Borrower and is in addition to this Section.

Restrictive Agreements. The Without the prior written consent of Lender, which consent shall not be unreasonably delayed, denied or withheld, the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to (a) create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries to pay dividends or make any other distributions with respect on any of such Subsidiary’s Capital Stock owned by the Borrower or any other Subsidiary of the Borrower, repay or prepay any Indebtedness owed by such Subsidiary to its Capital Stockthe Borrower or any other Subsidiary of the Borrower, to make or repay loans or advances to the Borrower or any other Subsidiary thereofof the Borrower, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower including, but not limited to, any such restriction referenced in Section 4.13(a) hereof; provided provided, that (i) the foregoing clause (a) shall not apply to prohibit: (x) customary provisions in leases restricting the assignment thereof and (y) restrictions in agreements evidencing purchase money Indebtedness permitted by Section 7.1(h) that impose restrictions on the property so acquired, and (ii) clause (b) shall not prohibit: (x) restrictions or conditions imposed by law or by this Agreement or any other Loan Document, or (iiy) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Domestic 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 Company or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement any Loan Document or by any agreement, document or instrument relating to any Securitization or any other Loan Documentindenture, agreement or instrument evidencing or governing Indebtedness, in each case, as in effect on the Closing Date or as modified in accordance herewith, or relating to the Existing Securitization as modified in accordance herewith, (ii) the foregoing shall not apply to restrictions and conditions existing on the Closing Date identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or 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, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, and (iv) clause (a) shall the Company and any Subsidiary may enter into agreements limiting Guarantees by Subsidiaries, provided that any such agreements do not apply prohibit or limit the amount of or impair the Guarantees issued or required to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by be issued in connection with this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereofAgreement.

Restrictive Agreements. The Borrower will not, shall not and will shall not permit any of its Subsidiaries to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur create or permit to exist any Lien upon on any of its assets or properties, whether now owned or hereafter acquired, property or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness debt of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.02 (but shall apply to any amendment or modification expanding the scope of, or any extension or renewal of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed ofbe sold, (iv) clause (a) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured debt permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) of this Section shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement (other than any Contractual Obligation binding on any HMO Subsidiary or Insurance Subsidiary) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Restricted Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Restricted Subsidiary to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofRestricted Subsidiary, to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Restricted Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law Law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness or Finance Lease Liabilities permitted by this Agreement if so long as such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) shall not apply to customary provisions provision in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any of its Subsidiaries Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets Property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower any Borrower, any Guarantor or any other Restricted Subsidiary thereof, or to Guarantee Indebtedness of the Borrower any Borrower, any Guarantor or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofRestricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained set forth in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunderLoan Documents, (iii) the foregoing shall not apply to restrictions in contracts for salesand conditions existing on the date hereof identified on Schedule 6.09 (but shall apply to any extension or renewal of, managementor any amendment or modification expanding the scope of, development any such restriction or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed ofcondition), (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property Property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by insurance law and related regulations or other law or by this Agreement or any other Loan DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Effective Date identified on Schedule 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereofthereof and (vi) any tax sharing, tax allocation or similar tax arrangement or agreement entered into among the Borrower and its Subsidiaries.

Restrictive Agreements. The Parent and the Borrower will not, and will not permit any of its Subsidiaries other Subsidiary (other than a Receivables Subsidiary) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure any of the Secured Obligations or properties, whether now owned any refinancing or hereafter acquiredreplacement thereof, or (b) the ability of any of its Subsidiaries Subsidiary (other than the Borrower) to pay dividends or other distributions with respect to any of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower Parent or any other Subsidiary thereof, Loan Party or to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofLoan Party; provided provided, that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date of this Agreement in the First Lien Loan Documents or the Existing Senior Note Indentures or identified on Schedule 6.04 or to any extension or renewal thereof, or any amendment or modification thereto that does not expand the scope of any such restriction or condition, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt (A) secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt Indebtedness or Liens permitted under Section 7.2, (B) Receivables sold pursuant to any Permitted Receivables Financing and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Such Borrower will not, shall not and will shall not permit the Intermediate Holding Company, or any 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 upon: (a) the ability of the such Borrower or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or properties(other than with respect to specific property covered by a Permitted Lien and customary provisions restricting assignments, whether now owned or hereafter acquiredsubletting and other transfers contained in leases, or licenses, client agreements, vendor agreements and other similar agreements entered into in the ordinary course of business); (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to any shares of its Capital Stock, ; or (c) any of its Subsidiaries to make or repay loans or advances to the a Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; a Borrower, provided that (i) the foregoing shall not apply to restrictions or and conditions (i) imposed by law or by this Agreement or any other the Loan DocumentDocuments, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements any an agreement relating to any Disposition not prohibited hereunder (to the sale of a Subsidiary pending such sale, provided extent such restrictions and conditions apply are customary and shall relate only to the Subsidiary applicable property) or otherwise relating to a Disposition that is sold and such sale is permitted conditioned upon the amendment, restatement or replacement of this Agreement or the repayment in full of amounts owing hereunder, (iii) consisting of restrictions regarding licenses or sublicenses by a Loan Party of Intellectual Property in the foregoing shall not apply to restrictions ordinary course of its business (in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, which case such restrictions shall relate only to the property being managed, developed or disposed of, such Intellectual Property and (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to consisting of customary anti-assignment provisions found in contractual obligations entered into in the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereofordinary course of its business.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Consolidated Subsidiary or any Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary or any Loan Party to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary or any Loan Party to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions or conditions contained in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed ofExisting Credit Agreement and the related loan documentation, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets or propertiesproperties as contemplated by the Loan Documents, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to its Capital StockEquity Interests, to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee Indebtedness the Obligations of the Borrower or any other Subsidiary thereof as contemplated by the Loan Documents or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or law, by this Agreement or Agreement, any other Loan DocumentDocument (including the Intercreditor Agreement) or the ABL Credit Agreement (and related documents) as in effect on the Closing Date, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof., and (iii) clause (b) shall not apply to customary provisions in bylaws or operating agreements of Subsidiaries of the Loan parties that require the approval of the board of directors or equivalent governing body for the payment of dividends so long as Borrower has the ability, directly or indirectly, to cause any such requirement to be met, or to restrictions on transfers on assets that are subject to Permitted Liens pursuant to the documents creating such Permitted Liens. 104

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary to create, incur or permit any Lien upon any of its assets assets, revenues or properties, whether now owned or hereafter acquired, or (b) the ability of the Borrower or any Subsidiary to guarantee the Obligations or otherwise be a Loan Party pursuant to the Loan Documents or (c) the ability of its Subsidiaries any Subsidiary to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, however, that (i) the foregoing shall not apply to restrictions or conditions set forth in Schedule 8.7 or restrictions or conditions imposed by law or by this Agreement or any other Loan DocumentDocument or the Senior Note Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, hereunder and (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement hereby if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets to secure the obligations of the Borrowers hereunder or properties, whether now owned or hereafter acquiredunder any guaranty thereof, or (b) the ability of any of its Subsidiaries 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 Company or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan DocumentSwap Agreement with a Lender or an Affiliate of a Lender that incorporates the covenants herein by reference, (ii) the foregoing shall not apply to restrictions and conditions existing or anticipated on the Second Amendment Effective Date identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification of, any such restriction or condition expanding the scope thereof), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, not and will not permit any of its Subsidiaries 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 the Borrower any Choice One Company to create or permit to exist any Lien on any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquiredproperty, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary thereof, or to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement any Loan Document, or any other Loan Preferred Equity Document, or any Senior Facility Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to Secured secured Debt permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, and (v) clause (a) of this Section shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries consolidated Subsidiary or any Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Subsidiary or any Loan Party to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any of its Subsidiaries Subsidiary or any Loan Party to pay dividends or other distributions with respect to its Capital Stockcommon stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereofSubsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofof the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions or conditions contained in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, the Term Loan B Credit Agreement and such restrictions relate only to the property being managed, developed or disposed ofloan documents as defined therein, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (v) clause (a) shall not apply to customary provisions in leases, subleases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than as required pursuant to applicable law) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any of its Subsidiaries Subsidiary to create, incur or permit to exist any Lien upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any of its Subsidiaries Subsidiary to pay dividends or other distributions with respect to holders of its Capital Stock, Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary thereof, or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereofSubsidiary; provided that (i) the foregoing shall not apply to customary restrictions on then-market terms for the applicable Indebtedness under any Indebtedness permitted by Section 6.01 (so long as, in the case of Indebtedness permitted under Section 6.01(a)(ii) or (b)(ii), the conditions imposed by law any such Indebtedness which constitutes extended, renewed or by this Agreement replaced Indebtedness are no more restrictive than the applicable original Indebtedness) or for any other Loan DocumentIndebtedness not prohibited hereunder, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets or Subsidiary that is are to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2, Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any of its Subsidiaries other Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than this Agreement or any other Loan Document or any agreement governing Permitted Senior Debt) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries Loan Party to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquiredin favor of the Secured Parties, or (b) the ability of (i) any of its Subsidiaries Loan Party (other than the Lead Borrower) to pay dividends or other distributions with respect to any shares of its Capital Stock, Stock or (ii) any Loan ​ 121 ​ ​ ​ Party to make or repay loans or advances to the Borrower any Loan Party or any other Subsidiary thereof, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; Loan Party, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law Applicable Law or by this Agreement or any other the Loan DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the Fifth Amendment Effective Date identified in the Information Certificate (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being managed, developed or disposed of, (iv) clause (a) of this Section shall not apply to restrictions or of conditions imposed by any agreement relating to Secured Debt secured Indebtedness permitted by this Agreement hereunder if such restrictions and or conditions apply only to the property or assets securing such Secured Debt or Liens permitted under Section 7.2Indebtedness, and (v) clause (a) of this Section shall not apply to customary provisions in leasesleases or licenses or other agreements, subleasesincluding, without limitation, those relating to franchises, patents, copyrights, trademarks, tradenames, service marks, licenses and permits, and other contracts intellectual property restricting the assignment thereof, and (vi) clauses (a) and (b)(ii) of this Section shall not apply to the Permitted Senior Debt or the Senior Notes Indenture and any indenture or credit agreement in respect of the Refinancing Debt, which, in each case, such agreement or indenture shall be in form and substance reasonably satisfactory to the Agents.