Common use of Agreements Restricting Liens and Distributions Clause in Contracts

Agreements Restricting Liens and Distributions. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, that the foregoing shall not apply to (a) restrictions in this Agreement, in any other Loan Document or in any Second Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness), (b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b) of Section 6.01 so long as such restriction only applies to the Property permitted under such clause to be encumbered by such Liens, (c) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, (f) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, (g) customary prohibitions or restrictions in joint venture agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related to the Liens permitted under Section 6.01(r).

Agreements Restricting Liens and Distributions. No Loan Party shall, nor The Borrower shall any Loan Party permit any of its Subsidiaries tonot, create, incur, assume or permit to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Propertythe Collateral, whether now owned or hereafter acquired, in favor of the Collateral Agent to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewithObligations; provided, that the foregoing shall not apply to to: (a) restrictions in this Agreement, in Agreement or any other Loan Document or in any Second Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness)Document, (b) [reserved], (c) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens Indebtedness permitted under clause (b) of pursuant to Section 6.01 so long as such restriction only applies to the Property permitted under such clause to be encumbered by such Liens6.02, (cd) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (de) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (ef) customary prohibitions on assignment of rights contained in software license agreements, (fg) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, and (other than any Oil and Gas Propertyh) of any Loan Party, (g) customary prohibitions or restrictions in joint venture agreements or agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related ventures with respect to the Liens permitted under Section 6.01(r)transfer of, or the making of dividends or distributions with respect to, Equity Interests in any joint venture, or with respect to the transfer of or other encumbrance with respect to Property that is the subject of any joint venture or agreements entered into in connection therewith.

Agreements Restricting Liens and Distributions. No Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party shallParty, nor shall (b) the Borrower or any Domestic Subsidiary to Guarantee the Obligations of any Loan Party permit or (c) the Borrower or any of its Subsidiaries to, other Loan Party to create, incur, assume or permit suffer to exist Liens on property of such Person (other than any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Excluded Property, whether now owned or hereafter acquired, ) to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewithObligations; provided, however, that (i) the foregoing shall not apply to (aA) prohibitions, encumbrances or restrictions in this Agreementimposed by Legal Requirements, in or by any other Loan Document or any ABL Document (so long as not more onerous in any Second Lien Loan Document material respect than those set forth in the ABL Documents as of the Closing Date) and (B) in the case of any Subsidiary that is not a Wholly Owned Subsidiary of the Borrower, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement; provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness)such Subsidiary, (bii) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause clauses (a) and (b) of Section 6.01 so long as such restriction only applies the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the Property disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale; provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(k); provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02; provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause to be encumbered by such Liens, (c) customary of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions and conditions with respect imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m); provided that such prohibitions, encumbrances or restrictions apply only to the sale assets securing such Debt, or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, (fB) customary provisions in licenses, leases and other agreements restricting subletting the assignment thereof or assignment encumbrance of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, (g) customary prohibitions rights or restrictions in joint venture agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related to the Liens permitted under Section 6.01(r)interests thereunder.

Agreements Restricting Liens and Distributions. No Loan Party shallThe Borrower shall not, nor shall any Loan Party it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts (a) the ability of any Subsidiary to (i) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, (ii) make loans or advances to the Borrower or any Subsidiary of the Borrower, or (iii) transfer any of its Properties to the Borrower or any Subsidiary of the Borrower or (b) the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or permit suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of upon its Property, whether now owned or hereafter acquired, Property to secure the Secured Obligations or restricts any Loan Party from paying dividends to any become a guarantor of the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Loan Party, Documents; (ii) applicable Legal Requirements; (iii) customary non-assignment provisions entered into in the ordinary course of business; (iv) any restriction or which requires the consent of or notice to other Persons in connection therewith; provided, that the foregoing shall not apply to (a) restrictions in this Agreement, in any other Loan Document or in any Second Lien Loan Document or in any Senior Unsecured Note Document (encumbrance with respect to amounts of senior secured Indebtedness), (b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property a Subsidiary of the Borrower or its Subsidiaries imposed by any contract, pursuant to an agreement or understanding related to the Liens permitted under clause (b) of Section 6.01 so long as such restriction only applies to the Property permitted under such clause to be encumbered by such Liens, (c) customary restrictions and conditions with respect to which has been entered into for the sale or disposition of Property the Capital Stock or Equity Interests permitted hereunder pending the consummation assets of such Subsidiary, so long as such sale or dispositiondisposition is permitted under this Agreement; (v) any restriction arising under the credit facilities permitted under Section 6.11; (vi) Liens, (d) customary prohibitions or restrictions imposed on permitted by Section 6.15 and any documents or instruments governing the granting, conveying, creation or imposition terms of any Lien found in Indebtedness or other obligations secured by any leasesuch Liens, license provided that such prohibitions or similar contract as they affect any restrictions apply only to the Property or Lien subject to such lease, license Liens or contract, (evii) customary prohibitions on provisions, leases and other contracts restricting the assignment of rights contained in software license agreements, (f) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, (g) customary prohibitions or restrictions in joint venture agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related to the Liens permitted under Section 6.01(r)thereof.

Agreements Restricting Liens and Distributions. No Loan Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability (a) of any Subsidiary of any Borrower Party shallto make Restricted Payments to any Borrower Party or to otherwise transfer property to such Borrower Party, nor shall (b) of any Loan Borrower Party permit to Guarantee the Obligations of the Borrowers or (c) of any of its Subsidiaries to, Borrower Party to create, incur, assume or permit suffer to exist any contractLiens on property of such Person, agreement other than: (i) customary provisions restricting subletting, transfer, license or understanding which assignment in any way prohibits or restricts contract of the granting, conveying, creation or imposition Borrower Parties entered into in the Ordinary Course of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, that the foregoing shall not apply to Business; (aii) restrictions in this Agreement, in agreements evidencing Debt permitted under Sections 6.02(b) and (d) solely to the extent any other Loan Document such restriction relates to the property financed by or in any Second Lien Loan Document or in any Senior Unsecured Note Document the subject of such Debt; (with respect to amounts of senior secured Indebtedness), (biii) customary encumbrances or restrictions imposed on the granting, conveying, creation cash or imposition of any Lien on any Property of the Borrower or its Subsidiaries other deposits imposed by any contract, agreement or understanding related to customers under agreements entered into in the Liens permitted under clause Ordinary Course of Business; (b) of Section 6.01 so long as such restriction only applies to the Property permitted under such clause to be encumbered by such Liens, (civ) customary restrictions and conditions with respect contained in any agreement relating to the sale or disposition of Property or Equity Interests any property permitted hereunder under Section 6.04 pending the consummation of such sale or disposition, sale; (dv) customary restrictions imposed existing on the granting, conveying, creation date hereof and (to the extent not otherwise permitted by this Section 6.10) listed on Schedule 6.10 hereto; (vi) encumbrances or imposition restrictions on cash or other deposits imposed by counterparties under Hedge Agreements; and (vii) restrictions on transfers of any Lien found in any lease, license or similar contract as they affect any Property or Lien assets subject to Permitted Liens (but, with respect to any such leasePermitted Liens, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, (f) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, (g) customary prohibitions or restrictions in joint venture agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related only to the Liens permitted under Section 6.01(rextent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Liens).

Agreements Restricting Liens and Distributions. No Loan Party shallHoldings and the Borrower shall not, nor and shall any Loan Party not permit any of its their respective Restricted Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, that the foregoing shall not apply to to: (a) restrictions in this Agreement, in any other Loan Document or in any Second First Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness)Document, (b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b) and clause (r) of Section 6.01 [Liens, Etc] so long as such restriction only applies to the Property permitted under such clause clauses to be encumbered by such Liens, (c) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, (f) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, Party and (g) customary prohibitions or restrictions in joint venture agreements or agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related ventures with respect to the Liens permitted under Section 6.01(r)transfer of, or the making of dividends or distributions with respect to, Equity Interests in any joint venture, or with respect to the transfer of or other encumbrance with respect to Property that is the subject of any joint venture or agreements entered into in connection therewith.

Agreements Restricting Liens and Distributions. No Loan Party shallCreate or otherwise cause or suffer to exist any prohibition, nor shall encumbrance or restriction which prohibits or otherwise restricts the ability (a) of any Subsidiary of any Loan Party permit to make dividends or distributions on Equity Interests of any to any Loan Party or to otherwise transfer property to such Loan Party, (b) of its Subsidiaries to, any Loan Party to guarantee the Obligations of the Borrower or (c) of any Loan Party to create, incur, assume or permit suffer to exist any contractLiens on property of such Person, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, that the foregoing shall not apply to than: (a) restrictions in this Agreementcustomary provisions restricting subletting, transfer, license or assignment in any other contract of the Loan Document or Parties entered into in any Second Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts the Ordinary Course of senior secured Indebtedness), Business; (b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens in agreements evidencing Debt permitted under clause (b) of Section 6.01 so long as the definition of Permitted Indebtedness solely to the extent any such restriction only applies relates to the Property permitted under property financed by or the subject of such clause to be encumbered by such Liens, Indebtedness; (c) customary encumbrances or restrictions on cash or other deposits imposed by customers under agreements entered into in the Ordinary Course of Business; (d) customary restrictions and conditions with respect contained in any agreement relating to the sale or disposition of Property or Equity Interests any property permitted hereunder under Section 6.1 pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, sale; (e) customary prohibitions encumbrances or restrictions on assignment of rights contained in software license cash or other deposits imposed by counterparties under hedge agreements, ; and (f) customary provisions restricting subletting restrictions on transfers of assets subject to Permitted Encumbrance (but, with respect to any such Permitted Encumbrance, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Encumbrance). Notwithstanding anything herein to the contrary, no Loan Party or assignment of their Subsidiaries shall create or otherwise cause or suffer to exist any lease governing a leasehold interest (other than any Oil and Gas Property) prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of any Loan PartyParty to create, (g) customary prohibitions incur, assume or restrictions in joint venture agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related suffer to the exist Liens permitted under Section 6.01(r)any Real Property of such Person that does not constitute Collateral.

Agreements Restricting Liens and Distributions. No Loan Party shallCreate or otherwise cause or suffer to exist any prohibition, nor shall encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Loan Party permit Subsidiary to make Restricted Payments to any Obligor, (b) any U.S. Subsidiary or Canadian Subsidiary to guaranty the Obligations of its Subsidiaries toany Obligor or any Canadian Domiciled Obligor, respectively, or (c) the Parent or any other Obligor to create, incur, assume or permit suffer to exist Liens on Property of such Person (other than any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Excluded Property, whether now owned or hereafter acquired, ) to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewithObligations; provided, however, that (i) the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by Applicable Law or by any Loan Document, (B) prohibitions, encumbrances or restrictions imposed by the Term Loan Documents (so long as not more onerous in any material respect than those set forth in the Term Loan Documents as of the Closing Date), and (C) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of the Parent, prohibitions, encumbrances or restrictions imposed by its Organic Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) restrictions in this Agreement, in any other Loan Document or in any Second Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness), (b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause and (b) of Section 6.01 so long as such restriction only applies the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the Property disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 10.2.4, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 10.2.2(k), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Subsidiaries not organized under the laws of the U.S. or Canada and permitted under Section 10.2.2, provided that such restrictions and conditions apply only to such Subsidiaries, and (iii) clause to be encumbered by such Liens, (c) customary of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions and conditions with respect imposed by any agreement relating to secured Debt permitted by Section 10.2.1(d), 10.2.1(e), 10.2.1(g), 10.2.1(j), 10.2.1(k) or 10.2.1(l), provided that such prohibitions, encumbrances or restrictions apply only to the sale assets securing such Debt, or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, (fB) customary provisions in licenses, leases and other agreements restricting subletting the assignment thereof or assignment encumbrance of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, (g) customary prohibitions rights or restrictions in joint venture agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related to the Liens permitted under Section 6.01(r)interests thereunder.

Agreements Restricting Liens and Distributions. No Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party shallParty, nor shall (b) any Domestic Subsidiary to Guarantee the Debt of any Loan Party permit or (c) the Parent or any of its Subsidiaries to, other Loan Party to create, incur, assume or permit suffer to exist Liens on property of such Person (other than any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Excluded Property, whether now owned or hereafter acquired, ) to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewithObligations; provided, however, that (i) the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by Legal Requirements or by any Loan Document, (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing the Convertible Senior Notes or any agreement or document governing or evidencing any other Debt permitted by Section 6.02(h), and (C) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of the Parent, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) restrictions in this Agreement, in any other Loan Document or in any Second Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness), (b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause and (b) of Section 6.01 so long as such restriction only applies the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the Property disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause to be encumbered by such Liens, (c) customary of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions and conditions with respect imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the sale assets securing such Debt, or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, (fB) customary provisions in licenses, leases and other agreements restricting subletting the assignment thereof or assignment encumbrance of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, (g) customary prohibitions rights or restrictions in joint venture agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related to the Liens permitted under Section 6.01(r)interests thereunder.

Agreements Restricting Liens and Distributions. No Loan Party shallThe Borrower shall not, nor and shall any Loan Party not permit any of its Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, in favor of the Collateral Agent to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, that the foregoing shall not apply to to: (a) restrictions in this Agreement, in Agreement or any other Loan Document or in any Second Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness)Document, (b) restrictions in the Existing Debt Documents as in effect on the Closing Date, (c) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b) and clause (r) of Section 6.01 so long as such restriction only applies to the Property permitted under such clause clauses to be encumbered by such Liens, (cd) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (de) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (ef) customary prohibitions on assignment of rights contained in software license agreements, (fg) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, and (gh) customary prohibitions or restrictions in joint venture agreements or agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related ventures with respect to the Liens permitted under Section 6.01(r)transfer of, or the making of dividends or distributions with respect to, Equity Interests in any joint venture, or with respect to the transfer of or other encumbrance with respect to Property that is the subject of any joint venture or agreements entered into in connection therewith.

Agreements Restricting Liens and Distributions. No Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party shallParty, nor shall (b) any Domestic Subsidiary to Guarantee the Debt of any Loan Party permit or (c) the Parent or any of its Subsidiaries to, other Loan Party to create, incur, assume or permit suffer to exist Liens on property of such Person (other than any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Excluded Property, whether now owned or hereafter acquired, ) to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewithObligations; provided, however, that (i) the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by Legal Requirements or by any Loan Document, (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing the 6.5% Convertible Senior Notes or any agreement or document governing or evidencing any other Debt permitted by Section 6.02(h), and (C) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of the Parent, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) restrictions in this Agreement, in any other Loan Document or in any Second Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness), (b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause and (b) of Section 6.01 so long as such restriction only applies the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the Property disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause to be encumbered by such Liens, (c) customary of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions and conditions with respect imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the sale assets securing such Debt, or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, (fB) customary provisions in licenses, leases and other agreements restricting subletting the assignment thereof or assignment encumbrance of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, (g) customary prohibitions rights or restrictions in joint venture agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related to the Liens permitted under Section 6.01(r)interests thereunder.

Agreements Restricting Liens and Distributions. No Loan Party shallExcept as set forth on Schedule 6.9, the Borrower shall not, nor shall any Loan Party it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts (a) the ability of any Subsidiary to (i) pay dividends or make other distributions or pay any Intercompany Debt, (ii) make loans or advances to the Borrower or any Subsidiary of the Borrower, or (iii) transfer any of its Properties to the Borrower or any Subsidiary of the Borrower or (b) the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or permit suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of upon its Property, whether now owned or hereafter acquired, Property to secure the Secured Obligations or restricts to become a guarantor of the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) applicable Legal Requirements; (iii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (iv) any Loan Party from paying dividends to any other Loan Party, restriction or which requires the consent of or notice to other Persons in connection therewith; provided, that the foregoing shall not apply to (a) restrictions in this Agreement, in any other Loan Document or in any Second Lien Loan Document or in any Senior Unsecured Note Document (encumbrance with respect to amounts of senior secured Indebtedness), (b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property a Subsidiary of the Borrower or its Subsidiaries imposed by any contract, pursuant to an agreement or understanding related to the Liens permitted under clause (b) of Section 6.01 so long as such restriction only applies to the Property permitted under such clause to be encumbered by such Liens, (c) customary restrictions and conditions with respect to which has been entered into for the sale or disposition of Property all or Equity Interests permitted hereunder pending substantially all of the consummation Capital Stock or assets of such Subsidiary, so long as such sale or disposition, disposition is permitted under this Agreement; (dv) customary Liens permitted by Section 6.1 and prohibitions and restrictions imposed on set forth in any documents or instruments governing the granting, conveying, creation or imposition terms of any Lien found in Debt or other obligations secured by any leasesuch Liens; provided that, license such prohibitions or similar contract as they affect any restrictions apply only to the Property or Lien subject to such leaseLiens; and (vi) any extension, license renewal, refinancing, refunding or contractreplacement (or successive extensions, (e) customary prohibitions on assignment of rights contained renewals, refinancings, refundings or replacements), in software license agreementswhole or in part, (f) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than agreement existing on or before the Closing Date that established any Oil and Gas Property) of any Loan Partysuch prohibition, (g) customary prohibitions encumbrance or restrictions in joint venture agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related to the Liens permitted under Section 6.01(r)restriction.

Agreements Restricting Liens and Distributions. No Loan Party shallHoldings and the Borrower shall not, nor and shall any Loan Party not permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, that the foregoing shall not apply to to: (a) restrictions in this Agreement, in any other Loan Document or in any Second First Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness)Document, (b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b) and clause (r) of Section 6.01 so long as such restriction only applies to the Property permitted under such clause clauses to be encumbered by such Liens, (c) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, (f) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, Party and (g) customary prohibitions or restrictions in joint venture agreements or agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related ventures with respect to the Liens permitted under Section 6.01(r)transfer of, or the making of dividends or distributions with respect to, Equity Interests in any joint venture, or with respect to the transfer of or other encumbrance with respect to Property that is the subject of any joint venture or agreements entered into in connection therewith.

Agreements Restricting Liens and Distributions. No NoNeither Holdings nor any Loan Party shall, nor shall any Loan Party Partyit permit any of its Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Secured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, that the foregoing shall not apply to (a) restrictions in this Agreement, in any other Loan Document or in any Second Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness), (b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b) of Section 6.01 so long as such restriction only applies to the Property permitted under such clause to be encumbered by such Liens, (c) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, (f) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, (g) customary prohibitions or restrictions in joint venture agreements entered into in connection with joint ventures, and (h) customary restrictions imposed by agreements, contracts or understandings related to the Liens permitted under Section 6.01(r).

Agreements Restricting Liens and Distributions. No Loan Party shallDirectly or indirectly, nor shall any Loan Party permit any of its Subsidiaries to, create, incur, assume create or permit to exist or become effective any contract, agreement consensual encumbrance or understanding which in any way prohibits or restricts restriction on the granting, conveying, creation or imposition ability of any Lien of the Restricted Subsidiaries to: (a) pay dividends or make any other distributions on its Equity Interests to the Borrower or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Debt owed to the Borrower or any of the Restricted Subsidiaries; (b) make loans or advances to the Borrower or any of the Restricted Subsidiaries; or (c) sell, lease or transfer any of its Property, whether now owned properties or hereafter acquired, assets to secure the Secured Obligations Borrower or restricts any Loan Party from paying dividends to any other Loan Party, or which requires of the consent of or notice to other Persons in connection therewithRestricted Subsidiaries; provided, however, that the foregoing shall preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) restrictions in this Agreement, in any Agreement and the other Loan Document or in any Documents; (ii) the Second Lien Loan Document Notes, the Third Lien Convertible Notes, any Incremental Loans or any Incremental Equivalent Debt and any permitted amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions contained in any Senior Unsecured Note Document (the agreements governing the Second Lien Notes, the Third Lien Convertible Notes, such Incremental Loans or such Incremental Equivalent Debt, as applicable, are not materially more restrictive, taken as a whole, with respect to amounts of senior secured Indebtednessthose items described in clauses (a), (b) customary and (c) above than those restrictions imposed contained in such agreements on the granting, conveying, creation date of this Agreement or imposition those restrictions contained in this Agreement; (iii) applicable Legal Requirements; (iv) any instrument governing Debt or Equity Interests of any Lien on any Property of a Person acquired by the Borrower or its any of the Restricted Subsidiaries imposed by any contract, agreement or understanding related as in effect at the time of such acquisition (except to the Liens extent such Debt or Equity Interest was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Debt, such Debt was permitted under clause (b) by the terms of Section 6.01 so long as such restriction only applies to the Property permitted under such clause this Agreement to be encumbered by such Liensincurred; (v) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (vi) purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased or otherwise financed of the nature described in clause (c) customary restrictions and conditions with respect to of the preceding paragraph; (vii) any agreement for the sale or other disposition of Property or Equity Interests permitted hereunder any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the consummation of such sale or other disposition; (viii) Permitted Refinancing Debt; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Debt being refinanced; (dix) customary restrictions imposed on Liens permitted to be incurred under Section 6.01 that limit the granting, conveying, creation or imposition right of any Lien found in any lease, license or similar contract as they affect any Property or Lien the debtor to dispose of the assets subject to such lease, license Liens; (x) provisions limiting the disposition or contract, (e) customary prohibitions on assignment distribution of rights contained in software license agreements, (f) customary provisions restricting subletting assets or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party, (g) customary prohibitions or restrictions property in joint venture agreements, asset sale agreements, sale leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with joint venturesthe ordinary course of business; (xii) restrictions contained in, and or in request of, Swap Contracts permitted to be incurred by this Agreement; and (hxiii) any customary encumbrances or restrictions imposed by agreements, contracts or understandings related pursuant to any agreement of the Liens permitted under type described in Section 6.01(r)6.05.