Common use of Restrictive Agreements, etc Clause in Contracts

Restrictive Agreements, etc. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, enter into any agreement (other than a Transaction Document) prohibiting: (a) the creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any dividends, directly or indirectly, to the Credit Parties. The foregoing prohibitions shall not apply to (i) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (A) governing any Indebtedness permitted by Section 9.01(d) as to assets financed with the proceeds of such Indebtedness, (B) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into in the ordinary course of business, (C) for the assignment of any contract entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (D) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (ii) the agreements listed on Schedule 9.10, (iii) agreements in relation to the obligations set forth in Section 9.01(q) and (iv) any subordination agreement entered into by the Administrative Agent and any applicable counterparty as required hereunder; DB1/ 110631747.4 104 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20

Restrictive Agreements, etc. No Credit Party shallThe Borrowers will not, and no Credit Party shall will not permit any of its their respective Significant Subsidiaries or Quasi-Restricted Subsidiaries to, enter into any agreement (excluding (i) this Agreement and any other than a Transaction Loan Document, (ii) in the case of clause (a)(i) below, any agreement governing any Indebtedness permitted by clause (d) or (f) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness and (iii) in the case of clause (a) below, as required under applicable laws binding on KINA and its Restricted Subsidiaries) prohibiting: : (a) the (i) creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) ability of KIL or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of such Person to amend the Borrowers or otherwise modify any Credit Document; of their respective Significant Subsidiaries or (c) the ability of such Person Quasi-Restricted Subsidiaries to make any dividendspayments, directly or indirectly, to any Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on Investments, or the Credit Parties. The foregoing prohibitions shall not apply to (i) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (A) governing any Indebtedness permitted by Section 9.01(d) as to assets financed with the proceeds of such Indebtedness, (B) for the creation or assumption ability of any Lien on the sublet or assignment of any leasehold interest of any Credit Party Borrower or any of its Subsidiaries entered into in the ordinary course of businesssuch Significant Subsidiary or Quasi-Restricted Subsidiary to make any payment, (C) for the assignment of directly or indirectly, to any contract entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (D) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (ii) the agreements listed on Schedule 9.10, (iii) agreements in relation to the obligations set forth in Section 9.01(q) and (iv) any subordination agreement entered into by the Administrative Agent and any applicable counterparty as required hereunder; DB1/ 110631747.4 104 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20Borrower.

Restrictive Agreements, etc. No Credit Party shallThe Borrowers will not, and no Credit Party shall will not permit any of its their respective Significant Subsidiaries to, enter into any agreement (excluding (i) this Agreement and any other than a Transaction Loan Document, (ii) in the case of clause (a)(i) below, any agreement governing any Indebtedness permitted by clause (d) or (f) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness and (iii) in the case of clause (a) below, as required under applicable laws binding on KINA and its Subsidiaries) prohibiting: (a) the (i) creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) ability of KIL or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of such Person to amend the Borrowers or otherwise modify any Credit Document; or (c) the ability of such Person their respective Significant Subsidiaries to make any dividendspayments, directly or indirectly, to any Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on Investments, or the Credit Parties. The foregoing prohibitions shall not apply to (i) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (A) governing any Indebtedness permitted by Section 9.01(d) as to assets financed with the proceeds of such Indebtedness, (B) for the creation or assumption ability of any Lien on the sublet or assignment of any leasehold interest of any Credit Party Borrower or any of its Subsidiaries entered into in the ordinary course of businesssuch Significant Subsidiary to make any payment, (C) for the assignment of directly or indirectly, to any contract entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (D) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (ii) the agreements listed on Schedule 9.10, (iii) agreements in relation to the obligations set forth in Section 9.01(q) and (iv) any subordination agreement entered into by the Administrative Agent and any applicable counterparty as required hereunder; DB1/ 110631747.4 104 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20Borrower.

Restrictive Agreements, etc. No Credit Party shallThe Borrowers will not, and no Credit Party shall ---------------------------- will not permit any of its their respective Significant Subsidiaries to, enter into any agreement (excluding (i) this Agreement and any other than a Transaction Loan Document, (ii) in the case of clause (a)(i) below, any agreement governing any ------------- Indebtedness permitted by clauses (d) or (f) of Section 7.2.2 as to the ----------- ---- ------------- assets financed with the proceeds of such Indebtedness and (iii) in the case of clause (a) below, as required under applicable laws binding on SINA and ---------- its Subsidiaries) prohibiting: (a) the (i) creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) ability of SIHL or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of such Person to amend the Borrowers or otherwise modify any Credit Document; or (c) the ability of such Person their respective Significant Subsidiaries to make any dividendspayments, directly or indirectly, to any Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on Investments, or the Credit Parties. The foregoing prohibitions shall not apply to (i) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (A) governing any Indebtedness permitted by Section 9.01(d) as to assets financed with the proceeds of such Indebtedness, (B) for the creation or assumption ability of any Lien on the sublet or assignment of any leasehold interest of any Credit Party Borrower or any of its Subsidiaries entered into in the ordinary course of businesssuch Significant Subsidiary to make any payment, (C) for the assignment of directly or indirectly, to any contract entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (D) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (ii) the agreements listed on Schedule 9.10, (iii) agreements in relation to the obligations set forth in Section 9.01(q) and (iv) any subordination agreement entered into by the Administrative Agent and any applicable counterparty as required hereunder; DB1/ 110631747.4 104 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20Borrower.

Restrictive Agreements, etc. No Credit Party shallSIHL will not, and no Credit Party shall will not permit any of its Significant Subsidiaries to, enter into any agreement (excluding (i) this Agreement and any other than a Transaction Loan Document, (ii) in the case of CLAUSE (a)(i) below, (x) any agreement governing any Indebtedness permitted by CLAUSES (d) or (f) of SECTION 7.2.2 as to the assets financed with the proceeds of such Indebtedness and (y) Indebtedness permitted by CLAUSE (i) of SECTION 7.2.2 and (iii) in the case of CLAUSE (a) below, as required under applicable laws binding on SINA and its Subsidiaries) prohibiting: (a) the (i) creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) ability of SIHL or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of such Person to amend SIHL or otherwise modify any Credit Document; or (c) the ability of such Person its Significant Subsidiaries to make any dividendspayments, directly or indirectly, to any Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on Investments, or the Credit Parties. The foregoing prohibitions shall not apply to (i) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (A) governing any Indebtedness permitted by Section 9.01(d) as to assets financed with the proceeds of such Indebtedness, (B) for the creation or assumption ability of any Lien on the sublet such Significant Subsidiary to make any payment, directly or assignment of indirectly, to any leasehold interest of any Credit Party or any of its Subsidiaries entered into in the ordinary course of business, (C) for the assignment of any contract entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (D) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (ii) the agreements listed on Schedule 9.10, (iii) agreements in relation to the obligations set forth in Section 9.01(q) and (iv) any subordination agreement entered into by the Administrative Agent and any applicable counterparty as required hereunder; DB1/ 110631747.4 104 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20Borrower.